Reborn
by TheJessBurke
Summary: what if willow was able to bring tara back?
1. Chapter 1

Hey Guys! So this is my first fic, please be nice. It starts at the end of season 6 before Tara died.

What would have happened if Willow was able to bring Tara back?  
>no copyright infringement intended all characters belong to joss whedon and other respective owners.<br>the first 7 chapters are exactly what happened in the show but Kennedy shows up alone and earlier in the 7th season.  
>parings: WK B/S D/? X/A future W/T

TARA: Things fall apart. They fall apart so hard.

WILLOW: Tara?

TARA: You can't ever ... (sighs) put them back the way they were.  
>WILLOW: Are you okay?<br>TARA: I'm sorry, it's just ... (deep sigh) You know, it takes time. You can't just ... have coffee and expect-  
>WILLOW: (guilty) I know.<p>

TARA: There's just so much to work through. Trust has to be built again, on both sides ... (Willow looking upset) You have to learn if ... if we're even the same people we were, if you can fit in each other's lives.

TARA: It's a long... important process, and ... can we just skip it? Can-can you just be kissing me now?

Willow looks hopeful, then delighted as the words sink in. She smiles widely, jumps up. Tara meets her halfway and they kiss passionately.

WILLOW: When did morning happen?  
>TARA: After the moon went down.<p>

Willow giggles, leans up and they kiss for a while. Then Willow lies back down with her head on Tara's stomach. Tara caresses her shoulders.

WILLOW: Mmm, I forgot how good this could feel. Us. Together. (pause) Without the magic.  
>TARA: There was plenty of magic.<p>

Willow smiles, then sighs.

WILLOW: It's getting late.  
>TARA: (small frown) Wanna get up?<br>WILLOW: No! (Tara laughing) Oh god, no. (quietly) I was just thinking about Buffy.  
>TARA: (frowns) Oh. She still isn't back?<br>WILLOW: I didn't hear her. She wouldn't talk about what happened at the magic shop when she got home last night. She just wanted to know how close I was to tracing the camera signal back to the Empire of the Nerds. And then she left again.  
>TARA: I'm sure she'll be okay.<br>WILLOW: Yeah, I'm not really worried about her going up against Warren and the others. I know this is going to sound crazy, but ... I think something might be going on. With Spike and Buffy. (Pause) I mean, she looked so hurt when she saw him with Anya. I think maybe-  
>TARA: They've been sleeping together.<br>WILLOW: (laughs) No. I wouldn't go that far.  
>TARA: No, I mean she told me they've been sleeping together.<p>

WILLOW: Sleeping together? You mean like the naked kind of together?  
>TARA: (sighs) I'm sorry I didn't say anything, but I, I promised her I wouldn't.<br>WILLOW: (shocked) Does everybody else know? Am I the only one she didn't-  
>TARA: God, no. She, she didn't even mean to tell me, it just came out.<br>WILLOW: (still shocked) How could she hide something like this from me?  
>TARA: I think she was afraid of the look you'd get on your face. (Willow staring at her) Kinda like the one you're wearing now.<br>WILLOW: Oh, no, I'm not ... I'm just trying to understand.  
>TARA: So is she.<br>WILLOW: Wow, she probably really needs someone to talk to.  
>TARA: Probably.<p>

TARA: We've been kinda busy, maybe we didn't hear her come home.

Willow nods

WILLOW: Buffy?

DAWN: She back yet?

Willow stops, turns back. Dawn appears in the doorway.

WILLOW: (nervously) Uh, not yet. I'm sure she'll be home soon. Everything's fine, just go back to bed.  
>DAWN: It's ten o'clock.<br>WILLOW: (surprised) Oh. Uh...  
>DAWN: (comes closer) You don't think she's ... gonna hurt Spike, do you?<br>WILLOW: She told you about Spike?  
>DAWN: It was kinda obvious after last night.<br>WILLOW: (covering) Yeah, I totally knew.  
>DAWN: It must have hurt so much. To see him and, and, and Anya like that? And poor Xander. Everything is so screwed up.<br>WILLOW: It's gonna be all right. It's just ... complicated. You know, when, when people have such strong feelings for each other, sometimes-  
>TARA: Is she back yet? (notices Dawn) Oh. Hey.<br>DAWN: (starting to smile, delighted) Oh! You and-  
>TARA: (smiling) Uh, that's my cue to put some clothes on.<br>DAWN: No! No no no! I'm totally not here! You guys, you do whatever you want. Um ... I'll go watch TV. (Giggles) Downstairs, really loud! In the basement. Where I can't hear anything. (Squeals) Oh my god!

Dawn leaves excitedly

DAWN: I love you guys! (squeels)

in "the trio's" layer

BUFFY: (calls) All right. Let's make this quick. (long pause) Fine. But I'm not leaving till we have a little chat. (looks around) Very little, considering the pummeling that needs to occur. I mean, guys, helloooo. Slayer here. Did you honestly think I wouldn't find you...

Buffy finds a white board slightly tipped up and sees that the words "TOO LATE!" are written on it. She failed to notice that the board was rigged to circular saws that were set up as a trap.

BUFFY: (frowns) Well, that can't be good. (annoyed that her jacket was ruined) Okay. That's gonna cost ya.

After leaving the screaming metal buzz saw death trap she returned home.

WILLOW: Okay, we're here, ready for action! Uh, bad guy fighting action. (Giggles)

BUFFY: Guys, you didn't have to ... You know, if you still wanna be alone-  
>WILLOW: No. No, we're good. (still with the amorous looks)<br>TARA: We're better than good.

BUFFY: Great. (fondly because her friend is happy again)  
>WILLOW: (softly) Super.<p>

Willow and Tara kiss briefly, then begin kissing more intensely. Buffy and Dawn watch with "aw" faces. Dawn giggles.

BUFFY: Awww.  
>WILLOW: Okay, all right, we'll stop.<br>DAWN: Oh, you better not!  
>TARA: So, um, nerds. How are them? They?<p>

Tara clearly distracted by Willow's actions  
>BUFFY: Well, I found their lair, but they obviously knew we were tracing their signal. They left in a hurry. Van was gone, but everything else was still there.<br>WILLOW: We should go back, uh, Tara and I can Sherlock around-  
>BUFFY: There's nothing left there now. Giant buzz saw. It was a thing. (indicating papers) This was all that I could save. I, I know it's not much, but we need to go through it and see if we can find anything that might tell us what, what they're doing, where they're going...<p>

TARA: Um, (chuckling) this might take a while.  
>BUFFY: Anything we can do to fast forward? We really need to find Warren and the others before anyone else gets hurt.<br>WILLOW: Should we call Xander?  
>BUFFY: (grimaces) I don't think he's really in the Scooby space. We need to give him some time.<br>DAWN: Maybe they've heard something in the demon bars about those guys. (tentatively, looking at Buffy) Spike-  
>BUFFY: (quickly) Spike ... Spike's not part of the team.<br>DAWN: (softly) So he's not ... going to be around anymore? (Willow and Tara looking concerned)  
>BUFFY: Uh ... I don't know, Dawn. Not, not for a while.<p>

Dawn thinks and is upset by this, she leaves

TARA: What about Anya? She might be able to help with some of the demon texts.  
>BUFFY: I'm guessing she's not feeling real researchy right now.<p>

DAWN: Does it help?

SPIKE: Doesn't hurt.

SPIKE: Not planning a camp-out, are we?  
>DAWN: No. I'm sleeping over at Janice's. Figured Willow and Tara might want some time to, uh...<br>SPIKE: (smiles slightly, staring into his glass) Oh, so the birds are flying again, eh? (bitterly) Ain't love grand.

DAWN: I wanted to stop by on my way and, you know. (beat) Everybody's pretty mad at you.  
>SPIKE: Yeah. Kinda picked up on that.<br>DAWN: (softly) You're not going to be coming aroundanymore. Are you?  
>SPIKE: (staring into the distance) It's complicated, Nibblet.<br>DAWN: (small laugh) Everybody's been saying that.  
>SPIKE: Must be true then. (drinking)<br>DAWN: Was it worth it? What you did with Anya?

Spike is surprised that Dawn knows what happened in the magic shop

SPIKE: Buffy told you?  
>DAWN: (shrugs) Kinda caught the show. There was a camera somewhere in the Magic Box. (Spike looking shocked) Warren and Jonathan and that other guy have been watching Buffy.<br>SPIKE: (sighing angrily) Wankers! .

DAWN: (pained) Do you love her?  
>SPIKE: Oh, no. No. It was just a ... It was a bad day. For both of us. And we just had a few drinks and, things just-<br>DAWN: No. Not Anya. Buffy.

DAWN: Do you really love her?

DAWN: Then how could you do that to her?  
>SPIKE: (still not looking at her) Oh, right , 'cause Big Sis was treating me so well up until that point. (Dawn sighing in exasperation) Must still be a bit of the evil left in me after all.<br>DAWN: I don't know what happened betweenyou two. But what you did last night ... If you wanted to hurt Buffy, congratulations. (quietly) It worked.

WILLOW: It's all a mess.  
>TARA: These things take time. We'll figure it out.<br>WILLOW: Sure. We'll decipher codes, foil evil schemes...  
>TARA: Finally get out of bed...<br>WILLOW: I was with you up until there. (Tara laughing) Whoa.  
>TARA: (sitting up) What is it?<br>WILLOW: Uh, one of their data CDs. It's filled with encrypted blueprints, schematics...

TARA: To what?  
>WILLOW: I'm not sure. The designations have been stripped.<br>TARA: Maybe we can cross-reference them with the county clerk's office.  
>WILLOW: (makes a face) Would that involve getting up?<br>TARA: (smiling) Eventually.  
>WILLOW: Then I'm coming out firmly against it.<br>TARA: (mock-frowning) What about the Trio's evil scheme?  
>WILLOW: (grinning) Well, I'm kinda busy working on my own.<p>

Willow turns away from the computer and toward Tara. Sound of giggling. Tara leans back against her pillows with a smile.

Willow rushes in, smiling.

WILLOW: Hey, I think we finally have something-

WILLOW: What happened?  
>BUFFY: Nothing.<p>

Xander looks at Buffy knowing she's lying.

BUFFY: What'd you find out?

Buffy, now dressed, sits at the table with Willow and Tara. Xander stands nearby holding an ice pack against his face. The table is covered with the papers and books from the Geek lair, plus Willow's computer.

WILLOW: We were able to decipher pretty much everything except these.

Willow holds a set of papers with weird symbols on them.

TARA: It isn't written in any ancient language we could identify.  
>XANDER: (chuckling) It's Klingon. They're love poems. (catching himself, embarrassed) Which has nothing to do with the insidious scheme you're about to describe.<br>BUFFY: What do you got for me that doesn't rhyme?  
>TARA: Um, this. (holding up a CD-ROM)<br>WILLOW: It was filled with encoded blueprints and schematics.  
>BUFFY: To what?<br>TARA: Um, banks, armored car routes, corporate vaults ... This is big.  
>WILLOW: They're looking to score some serious dinero. We don't think they're planning just one job.<br>XANDER: Spree, anyone?  
>BUFFY: I, I can't cover all of these at once.<br>WILLOW: You don't have to. We think there's one they may hit tonight.  
>TARA: It's time sensitive.<br>XANDER: Be careful. Warren's gone all Mighty Mouse. Emphasis on the might.  
>BUFFY: Good. Then I won't have to hold back.<p>

WILLOW: Hey. Clothes.  
>TARA: Better not get used to 'em.<br>WILLOW: Hmm, yes ma'am.

Willow grabs Tara's belt loop and pulls her in for a kiss. Then they hug. Tara smiles happily. Then spots something over Willow's shoulder.

TARA: Mmmm... Xander!  
>WILLOW: (pulling out of the hug) Okay, not quite the response I was fishing for.<br>TARA: No, he's here.

Tara goes to look out the window. We can see Buffy below in the backyard, and Xander walking up behind her.

WILLOW: (opening a dresser drawer) Think they're making up?  
>TARA: (turning from the window, smiling at her) I hope so, that's the best part.<p>

XANDER: Time for the Spring Poking already?  
>BUFFY: (turns to see him) Just making sure there are no more Evil Trio cameras. Or Evil Uno.<br>XANDER: The sinister yet addictive card game?  
>BUFFY: Warren. Jonathan and Andrew got clinked, but ... Warren pulled a Rocket Man.<br>XANDER: You'll find him. He won't be much good without his friends.  
>BUFFY: (softly) No, he won't.<p>

They both move to sit side-by-side on a wooden bench. Xander fidgets uncomfortably, then takes a deep breath.

XANDER: How did we get here?  
>BUFFY: Scenic route. Long drive.<br>XANDER: The past few weeks...  
>BUFFY: I know.<br>XANDER: I thought I hit bottom, but ... it hurt. That you didn't trust me enough to tell me about Spike. (pauses, softly) It hurt.  
>BUFFY: I'm sorry. I should have told you.<br>XANDER: (small smile) Maybe you would have, if I hadn't given you so many reasons to think I'd be an ass about it.  
>BUFFY: Guess we've all done a lot of things lately we're not proud of.<br>XANDER: (slightly larger smile) I think I've got you beat.  
>BUFFY: Wanna compare?<br>XANDER: Not so much.

XANDER I don't know what I'd do ... without you and Will.  
>BUFFY: (teary) Let's not find out.<p>

Xander nods. They hug.

BUFFY I love you. You know that, right?

Xander spots something over Buffy's shoulder and his eyes widen in alarm.

XANDER: Buffy!

Warren striding is toward them very pissed off, fast. He still wears the all-black outfit from last night. Buffy and Xander jump up, turn to face him.

WARREN: You think you can just do that to me? You think I'd let you get away with that? (laughs crazily) Think again.

Suddenly he raises a gun and fires wildly at them. Buffy frantically shoves Xander down. He tumbles to the ground.

Tara is still standing with her back to the window, looking surprised. There's a large red spot on Tara's chest, right over her heart.

TARA: (frowning) Your shirt.

Tara falls forward.

WILLOW: (shocked, rushing forward) Tara?

XANDER: Sweet fancy Moses! Where the hell did he-

Xander stops, looking to his left. Buffy is lying on the ground on her back, staring upward.

XANDER: Oh god!

WILLOW: (desperate) Tara? Baby? (Starting to sob) Baby, come on! Get up!

XANDER: (desperate) Oh god. Buffy? Buffy! Buffy!

WILLOW: No... no... (crying)

Willow lifts her head and bares her teeth. Her face is wet with tears and her eyes are completely black ... then they go completely red.


	2. Chapter 2

Sorry guys for the HUGE delay...life got hectic so ive decided to put a few chaps up as a peace offering

XANDER: She's in the back.

Xander comes running around from behind the house. He has the cordless phone in his hand and blood all over his shirt.

XANDER: This way!

He runs back toward the rear again, with paramedics following.

PARAMEDIC 1: She was shot?  
>XANDER: Yeah, in the chest.<br>PARAMEDIC #2: Accidental?  
>XANDER: No no, it was a ... He was trying to kill her.<p>

They reach Buffy who still lies on the grass unmoving, her eyes open. The paramedics kneel on either side of her and go to work.

Xander watches helplessly.

Meanwhile in Willow and Tara's room. Willow's arms have blood on them, as does her shirt. She gently shakes Tara.

WILLOW: (crying) Oh god, oh no. Please, please, come on... (crying)

She puts her hands on Tara's face.

WILLOW: Come on, Tara! Please, come on, baby...

Suddenly the lighting in the room goes dark and blue. Willow looks up, her eyes totally black. Dark blue clouds swirl around the ceiling. Lightning flashes (but only inside the room).

WILLOW: By Osiris, I command you, bring her back!

More lightning.

Back to Xander and Buffy. Buffy closes her eyes and then slowly opens them again.

PARAMEDIC #2: Pulse is 100 and weak. Lung sounds are wet.  
>XANDER: What does that mean? Is she going to...<br>PARAMEDIC #1: You need to stand back, okay? If you want us to help her out, we need some space.

The paramedics continue working. There's a bandage over Buffy's wound now, soaked with blood. Xander continues watching, putting his bloody hand up to his face. Buffy is staring upward with the bloody bandage over her heart. She looks conscious, but just barely.

Back to Willow and Tara, the blue clouds continue to swirl.

WILLOW: Hear me! Keeper of darkness!

Suddenly some of the clouds form into a huge face. It speaks in a deep raspy voice. Lightning flashes around it.

DEMON: Witch! How dare you invoke Osiris in this task!  
>WILLOW: (crying) Please. Please, bring her back.<br>DEMON: You may not violate the laws of natural passing.  
>WILLOW: How? How is this natural?<br>DEMON: It is a human death, by human means.  
>WILLOW: But I-<br>DEMON: You raised one killed by mystical forces. This is not the same. She is taken by natural order. It is done.  
>WILLOW: (crying) No. There has to be a way.<br>DEMON: It is done.  
>WILLOW: (screams) NOOOO!<p>

As she screams, a shimmery column of energy shoots out of her mouth and at the demon. The demon screams and disappears in a final flash of lightning. Buffy is on a gurney being wheeled toward the ambulance.

PARAMEDIC #2: (into walkie-talkie) Sunnydale Memorial, do you copy? We have a caucasian female, 21, GSW to the chest.  
>XANDER: Come on, Buff, hang on. We're going to get you to the hospital.<p>

Xander sees Willow coming out the front door, looking blankly at Buffy. Willow and Xander both still have blood all over their shirts.

XANDER: Willow, god, are you okay?  
>WILLOW: (quietly) How did this happen?<br>XANDER: Warren. He had a gun.  
>WILLOW: (with a brief flash of anger, then blank again) Warren.<br>XANDER: It went down too fast, I couldn't stop him.

Willow isn't listening any more. She's walking away, fast. Xander stops at the edge of the walk.

XANDER: Hey.

She just keeps walking down the sidewalk. Xander stares after her, confused and shaken.

XANDER: Will!  
>PARAMEDIC #1: Sir, we have to go, are you coming with us or not?<p>

Xander thinks for a moment, then runs over to the ambulance and climbs in the back. The paramedic closes the doors and heads toward the driver's seat.  
>Andrew and Jonathan are in jail, and don't know what Warren just did. It's dark despite being daylight outside. Andrew lies on his back on the top bunk.<p>

ANDREW: Think they'll let my aunt bring me my Discman?

He says to Jonathan who has his hands hanging out of the jail cell JONATHAN: That's what you're worried about? In-flight entertainment? We're in jail!  
>ANDREW: We're in custody. We haven't been charged yet.<br>JONATHAN: Thank you, Dragnet. (Angrily)It doesn't matter what they call it, they got us, okay? We're going down.

Jonathan lowers his voice, nods toward the next cell.

JONATHAN: (quietly) That guy's been looking at me. I think he wants to make me his butt monkey.

Shot of the guy in the next cell, sitting on his bunk. He glances over.

ANDREW: (rolling his eyes) Don't flatter yourself. I heard him talking to the guard. He's in here for parking tickets.  
>JONATHAN: That doesn't mean anything! The joint changes you. (whispers) I hear they like the small ones, with little hands like their girlfriends.<br>ANDREW: You have got to chill out. This isn't Oz, it's like, Mayberry. Besides, Warren is going to find a way to get us out of here.  
>JONATHAN: (sarcastic) Yeah. I'm sure he'll be busting us out any minute.<br>ANDREW: He will. He's coming up with a plan. Like, "War Games." Remember that decoder that Matthew Broderick used?  
>JONATHAN: (smiling) Oh, yeah. That was rad. The one he made from the scissors and the tape recorder?<br>ANDREW: I miss "Ferris" Matthew. Broadway Matthew? I find him cold.  
>JONATHAN: Really? No, I- (catches himself, exasperated) Shut up!<p>

Jonathan goes back to the bars and hangs his arms through them again.

JONATHAN: (grimly) This is real life. And nobody's coming to get us. Not even your aunt who won't return your one phone call.  
>ANDREW: (defensively) She must be out of town.<br>JONATHAN: She. Doesn't. Care. And neither does your partner in crime, Warren.  
>ANDREW: Don't say that. And what do you mean, my partner in crime? We're in this together.<br>JONATHAN: (turns back toward Andrew, angry) What do you mean, what do I mean? You two were totally going to fly off and leave me holding the bag.  
>ANDREW: No we weren't! I was going to - (lamely) carry you.<br>JONATHAN: No, you two were setting me up, and then Warren was going to screw you over too.  
>ANDREW: That is so not true!<br>JONATHAN: Sure. (sits on the bottom bunk) He's a nice murderer who keeps his word.  
>ANDREW: (softly) You're wrong. He's coming for us. He's out there right now, devising a brilliant way to get us out of here.<p>

In the demon bar, Warren comes down the stairs outside and enters, wearing a slick suit and dark sunglasses. He strides toward the bar.

WARREN: Whiskey, straight up. And get a round for the house. I'm feeling expansive.

We see that the bartender is a demon. He looks unimpressed by Warren. Warren sits down, removes his shades. A vampire is on the stool next to him, staring at the TV behind the bar.

WARREN: (friendly greeting) Hey. (leaning toward the vamp) Bet you don't get a lot of humans in-

The vamp, still glued to the TV, grabs Warren's shoulder and holds him off.

VAMPIRE: I'm watching my program.

Warren shrugs and straightens up as the vamp lets him go.

WARREN: Wouldn't want to interrupt your 'me' time. (loudly) Not even to buy the guy who killed the Slayer a drink.

VAMPIRE: What's that?  
>WARREN: Took her out myself. I've been heading an organization. The Trio? You've heard of us.<br>VAMPIRE: Uh - (exchanging a look with the demon bartender) ...no.

Warren pauses briefly, surprised, but then recovers.

WARREN: Not important. I cut them loose. I figure, now that Buffy's out of the picture, some things have got to change around here. (to bartender) I need a real gang, you know, not a, not a couple of wannabes.  
>BARTENDER: And you killed the Slayer?<br>WARREN: With these hands.  
>BARTENDER: What are you, a warlock?<br>WARREN: It's funny you mention that. You know, I've explored all the dark arts ... witchcraft, demonology. You name it, I tried it against the Slayer. But you know what I found *really* works?

The vampire and bartender lean in close to hear.

WARREN: Gun.  
>VAMPIRE: (small grin) You killed the Slayer with a gun.<br>WARREN: In her own backyard. Don't underestimate science, my friend. Good old-fashioned metal meets propulsion.

The demon and vampire start to laugh. Warren laughs along with them.

BARTENDER: (to vampire) Man, this is gonna be good.  
>WARREN: (not getting it) Oh, the best. This town is ours.<br>VAMPIRE: Ours, maybe. (everyone stops laughing) You are screwed.

They laugh again, but Warren doesn't realize that the others are laughing at him, not with him. Shot of the other demons and vamps at other tables, also laughing menacingly.

BARTENDER: Metal meets propulsion, yeah. But you still better be a good shot!

More laughter. But Warren is finally cluing in.

WARREN: This isn't the evil laugh of victory, is it.  
>VAMPIRE: More like the evil laugh of "you're a dead man." (more laughter)<br>WARREN: (totally rattled) Okay, uh ... what, what's the joke?  
>BARTENDER: (laughing) It was just on the news. Girl was shot.<br>VAMPIRE: (grinning) In her back yard.  
>BARTENDER: She survived. She's in the hospital<p>

Warren looks surprised and a little alarmed. The others continue laughing.

BARTENDER: Slayers heal fast. Real fast.  
>VAMPIRE: Yeah. I was gonna eat you myself during the commercial, but now I think it'll be more fun to let the Slayer de-gut you.<p>

Warren now looks pretty scared.

VAMPIRE: Might want to get a head start, my friend. 'Cause this girl is gonna be coming for you, big time. (chuckling)

Willow is devastated by Tara's death and goes to the magic shop. She marches inside. Lamps and light fixtures explode as she walks past them.

Anya is behind the counter, staring.

ANYA: Willow.  
>WILLOW: Where do you keep the black arts books?<br>ANYA: Something terrible has happened, I know. But you don't have to do-  
>WILLOW: (staring up at the loft bookshelves) I need power.<br>ANYA: (coming out from behind the counter) Not with those books. I can't let you. Willow!

Willow puts up a hand. Magic purple bolts of light shoot over to Anya and suddenly she can't move.

Willow gestures with her head. All the books on the loft shelves begin to fly off the shelves and onto the table, landing heaped all over the table. The last book lands opened to a middle page.

Anya stares in alarm.

Willow walks over to the table and looks down. Shot of the open book with the pages covered in tiny writing.

Willow lifts her hands and puts them on the open pages. Her hands sink into the book as if melding with it.

The words of the book start to move off the pages and up her arms, curling and scrolling up under her sleeves. We see the words also coming up her chest, and moving up her shoulders to her face. She lifts her head and her eyes are black again. The words move to the top of her head and into her hair, turning her hair black.

Willow lifts her hands off the book. We see that the pages are now blank.

Anya stares.

Close on Willow's face with eyes completely magic-black and her hair also dark black and moving in a nonexistent wind.

WILLOW: That's better.

The Summers house, foyer, day. The door is still standing open. Dawn walks up to it and goes inside, looking around a little nervously.

DAWN: (calls) Buffy?

Silence. She puts down her schoolbag and jacket, starts up the stairs.

Cut to upstairs hallway. Dawn finishes climbing the stairs.

DAWN: Buffy?

She turns toward Willow's bedroom.

DAWN: Hey. Hello? Uh, (pointing toward downstairs) the door was...

Dawn sees Tara's foot.

DAWN: Tara?

She sees that Tara was shot. Dawn stares in complete horror.

Warren seeks out Rack he opens the door and finds him.

RACK: All right, who's next?

WARREN: I am.

JUNKIE: Hey.  
>RACK: You're new.<br>WARREN: Yeah. (holds up a large wad of cash) And I come bearing dead presidents, so you think we can just skip the small talk?

Rack smiles a little, gestures toward the room behind him. Warren walks in. Rack closes the door behind them with a loud noise that makes Warren jump.

RACK: How'd you find me?  
>WARREN: I talked to a guy. He's one of your regulars. Offered to show me the way for twenty bucks.<br>RACK: Should have haggled. Most of my customers'll bring you here for five.  
>WARREN: (impatiently) Great, great I'll file that away. Look, I'm in a bit of a situation here. I tried to do us all a favor, and eliminate the Slayer, but it ... I...<p>

Warren seems a little unnerved by the way Rack is just staring at him.

WARREN: I guess it didn't take.  
>RACK: (walking closer) Killing a Slayer, that's big business for a kid.<br>WARREN: I'm not a kid.  
>RACK: (now in Warren's personal space) Okay.<br>WARREN: I had my own guys. The Trio, yeah, you've heard of us.  
>RACK: Right. What were you, a band or something?<br>WARREN: I thought word traveled in the underworld. You know, we were evil. Robots were my thing. (Rack looking blank) You didn't hear about the freeze ray?  
>RACK: (shakes his head) Sorry. So why aren't your guys helping you?<br>WARREN: Look, I thought this was a cash for service gig, not an interview process, all right? I need protection. I've got the Slayer after me.  
>RACK: (moving away) Slayer is the least of your problems.<br>WARREN: You're right. Let's talk about my skin troubles. You know, I'd say on the scale of problems, that she ranks!  
>RACK: If I were you, I'd be worried about the witch.<br>WARREN: (surprised) Witch? W-which witch?  
>RACK: Willow. Slayer's pal? (walking closer again) She's the new power, man, anybody with intuition can feel it. She's going to blow this town apart . (now right in Warren's face) Starting ... with you.<br>WARREN: Me? What did I, what did I do to her? O-okay, okay, I, I shot her friend...

Rack isn't totally listening any more, looks like he's in pain, turns away.

RACK: (painfully) I feel death.  
>WARREN: But the Slayer's alive. And - and she heals.<br>RACK: She might, but somebody's stone cold, and that ... is why the witch wants your head. She can sense your essence right now, man. It's just a matter of time before she finds you.

Warren panics, lunges forward and pushes the whole wad of money into Rack's hand.

WARREN: All right. Take it. All right, there's that, and I can get more. Just give me something.

Rack looks at the money casually.

RACK: Hide or fight?  
>WARREN: Both. All of it. I, I still have a few tricks up my sleeve, but it's not enough. I need, I need a cover, and I need lots of fire power.<br>RACK: I can't guarantee anything. Not this time. (softly) The girl is running on pure fury. I've never felt anything like it. (small grin)  
>WARREN: Thank you for the tip, Nostradamus. Just load me up, okay?<p>

Meanwhile at Sunnydale hospital. Xander stands in the hallway looking through a window into another room, anxious. A nurse in full scrubs goes past him, holding a small tray. The camera follows her as she goes around a corner and through a door into the room Xander is watching. We see various medical personnel working on Buffy, talking indistinctly. A machine beeps steadily.

NURSE: ...standing by.

A doctor is working on the wound in Buffy's chest.

DOCTOR: We've got to stop that bleeding.  
>NURSE #1: Where?<br>DOCTOR: Over by the left ventricle.  
>NURSE #2: (looking at monitors) BP is down to 80palp.

DOCTOR: We got more bleeding.  
>NURSE #2: BP is...<p>

Suddenly all the lights flicker and the machines blink off and on again. The steady beeping begins to speed up. The doctor and nurses look up in confusion.

NURSE #1: What's happening?

Willow is in the room, and Xander is looking through the window.

WILLOW: Leave.

Xander runs into the room. The doctor and nurses turn to look at Willow. She is now wearing all black, her hair and eyes still black too.

The lights in the room continue flashing erratically and the beeping continues to speed up. Xander rushes in, looks with surprise at Willow with her newly black hair and eyes.

XANDER: Willow.

WILLOW: (ignoring him, speaking to the medical staff) Now.

The doctor and three nurses move toward the door. The beeping gets even faster and becomes a steady whine.

XANDER: Will, what are you doing? She's going to die.  
>WILLOW: No she isn't.<p>

Willow moves over to Buffy, stands beside her and stares down at her. The beep/whine continues. Xander stares. Suddenly the bullet lifts up out of her chest and floats up into the air, hovering at Willow's eye-level. Willow looks at it. The beeping stops.

WILLOW: It's so small.

She puts out her hand and plucks the bullet out of the air, brings her hand back toward her. When she opens her hand, the bullet is gone.

Xander takes a few steps closer, staring in awe.

Buffy slowly comes to, opens her eyes and lifts her head. The lights come back on.

BUFFY: What happened?  
>XANDER: Buffy!<p>

Xander rushes over to her as she sits up.

XANDER: Oh my god, are you okay?  
>BUFFY: (confused) Sure. How'd I get here?<p>

Xander hugs her in relief. Willow just watches.

XANDER: You've got to stop doing this. This dying thing's funny once, maybe twice.

Buffy looks over at Willow.

BUFFY: Willow?  
>WILLOW: (very small smile) Buffy. Hey.<br>BUFFY: What's wrong?  
>WILLOW: I'll explain. But we've gotta go.<p>

She starts to move toward the door. Xander and Buffy watch her, confused.

BUFFY: Why?  
>WILLOW: (not turning back) It's time to find Warren.<p>

Willow walks to the door and exits the room. Buffy and Xander exchange a look.

Mean while Warren is buying his ticket to Mexico. A woman in a uniform hands Warren a ticket folder.

WARREN: This'll get me all the way to the border?  
>CLERK: You'll have to change to the city bus. It's all in the folder.<p>

She turns back to her work, then gives Warren a look as if wondering why he's still there. Warren suddenly turns quickly away, walks outside. A bunch of buses are lined up along the curb. Warren looks around, sees his bus, climbs on. It's fairly deserted with mostly desert on each side. A single car speeds along. Xander is driving, Buffy in the passenger seat and Willow in back. Willow's eyes are back to normal but her hair is still black.

WILLOW: Faster.  
>XANDER: I'm going as fast as I-<br>WILLOW: Faster  
>XANDER: Will, would you cut that out? If you wanted to drive...<br>BUFFY: We need to stop. I don't like this.  
>WILLOW: We're close. I can feel him.<br>BUFFY: And we'll catch him, and he'll go to jail. Look, I'm finding the whole getting shot very motivating. But you're using magic.  
>WILLOW: If I wasn't, you'd be dead. (Xander looking upset)<br>BUFFY: Maybe. But this isn't right. Okay, this isn't how I want it.  
>WILLOW: Sometimes you don't have a choice.<br>XANDER: I think Buffy gets the tie-breaker on this one. She was the one on the ouchy end of the bullet.  
>BUFFY: Will, you do have a choice. This isn't good for you.<br>XANDER: You made the decision to stop for a reason. You promised us. And can I just ask, what's with the make-over of the damned? I mean, the hair...!

Willow isn't really listening; she's looking around. Now she suddenly sits up.

WILLOW: Turn right! Go!

Xander looks in front of him, seeing nothing.

XANDER: Go - where?  
>WILLOW: Over there! Now!<br>XANDER: (looking in confusion) Will.  
>WILLOW: Turn.<p>

The wheel turns itself under Xander's hands. The car screeches off the road onto dirt, zooming between scraggly bushes and such.

XANDER: (holding up his hands) Fine, fine! Puppetmaster wants to drive? Go right ahead!

The car continues to bounce along on the uneven surface. Finally it comes to a stop, right before another stretch of paved highway.

Willow jumps out of the car and begins to stride across the highway. Buffy and Xander follow more slowly, confused.

BUFFY: Willow, wait!  
>WILLOW: Stay back.<p>

Willow gestures at them and more bolts of purple-black energy shoot over to them, immobilizing them like Anya earlier.

Willow keeps walking. Now we see the bus coming over a rise toward her. She stops, standing in the middle of the road, and glares at the bus.

Close on the bus driver as the steering wheel suddenly starts doing its own thing. He struggles to control it but can't. The bus speeds toward Willow, who stands there calmly.

Close on the bus driver's foot as the brake pedal pushes down underneath his foot. He continues wrestling with the wheel.

The bus starts to slow down. All the passengers (including Warren) are thrown around in their seats. Screeching of tires. The bus slams to a stop just a foot or so in front of Willow.

Willow walks around to the side. The bus door opens on its own.

WILLOW: Get out.

All the bus passengers are craning their necks, trying to see what's going on. Warren gets up, walks down the aisle and down the steps out of the bus.

Willow grabs him by the neck, lifts him off the ground. Her eyes are black again.

WARREN: Please. I'll-I'll do anything.

Horrible cracking noise as Willow starts to squeeze his neck.

Suddenly one of his eyes pops out, revealing metal and wiring and sparks. Willow lets go and Warren falls over motionless on the ground.

Buffy and Xander come running over. They stop and stare. Shot of the eyeball rolling around on the ground.

WILLOW: (surprised) It's a robot.

They look at her.

WILLOW: (confused) I, I could feel his essence.

Buffy looks sympathetic. But then Willow turns angry again.

WILLOW: He tricked me. (starts to walk) We'll find him another way.  
>BUFFY: (turning to follow) And then what?<br>WILLOW: And then we'll kill him.

Buffy grabs Willow's arm and stops her, turns her around.

BUFFY: Okay, you need to calm down.  
>WILLOW: Calm down?<br>BUFFY: Look, you're angry. I, I am too. There's no excuse for what Warren did, but that-  
>WILLOW: He shot Tara.<p>

Buffy and Xander stare at her, speechless.

WILLOW: When he shot you, he hit her too. Upstairs in my room.  
>BUFFY: Oh my god.<br>WILLOW: Guess the last shot was the charm.  
>XANDER: She's dead?<br>WILLOW: She's dead. Now he's dead too.  
>BUFFY: (very upset) Oh my god ... (whispers) Tara...<br>XANDER: Christ, Will, how come you didn't say anything?  
>WILLOW: I'm busy.<p>

Willow starts toward the car again. Buffy again grabs her and stops her.

BUFFY: W-Willow, please, just stop.

Willow stares at her coldly.

BUFFY: We love you. And Tara. But we don't kill humans. It's not the way.  
>WILLOW: How can you say that? Tara is dead.<br>BUFFY: I know ... I know. And I ... can't understand ... anything. Not what happened ... a-and not what you must be going through. Willow, if you do this, you let Warren destroy you too.  
>XANDER: You said it yourself, Will ... the magic's too strong, there's no coming back from it.<br>WILLOW: I'm not coming back.

Yet again Willow starts to walk off and Buffy grabs her, stops her.

BUFFY: Will, please. Please, we'll get through this together.  
>WILLOW: We won't! Not your way.<br>BUFFY: Please, just-  
>WILLOW: No! No more talking. It's done!<p>

She turns away again, this time gesturing behind her. Another bolt of purple magic flies backward, knocking Buffy and Xander off their feet. They fall to the ground in a heap. Willow continues walking.

Buffy and Xander sit up, brushing themselves off. They look up toward the car.

Willow is gone. Just empty highway and the car.

They look around, look at each other.

The sun is setting and lights are coming on at the Summer's house. The front door is still open. Buffy and Xander walk up the steps, go cautiously inside.

They move off - Buffy left into the living room, Xander right into the dining room.  
>XANDER: Maybe she went to the hospital to find you.<br>BUFFY: I left there hours ago. She'd be back by now.

They look toward the stairs. Buffy and Xander are going in and out of the various doors.

BUFFY: Dawn?

Buffy pauses at the open door to Willow's room open. Looks inside with an expression of dread. Walks inside. She sees Tara's body, still lying there in a pool of blood, speckled with moonlight and shadows.

BUFFY: (whispers) Oh god.  
>DAWN: I didn't ... want to leave her alone.<p>

Buffy turns and finds Dawn huddled in a little ball, in a corner formed by the wall and a side-table, crying.

BUFFY: Dawn. Sweetheart. (kneeling beside Dawn) Come on. Honey, we need to get out of here, okay? (stroking Dawn's hair) Dawn, sweetheart. Be strong for me, okay?

Xander walks in, looks at Tara in dismay.

BUFFY: Dawn, we need to go downstairs.  
>DAWN: (crying) I don't understand.<p>

Buffy pulls Dawn close and hugs her. Dawn continues crying.

BUFFY: I don't understand either.

The Coroners take Tara's body and put it on a gurney. The two men carry the gurney down the stairs, bearing Tara's body covered with a black sheet. Xander stands at the bottom of the stairs watching. He has changed out of his bloody clothes.

Buffy and Dawn sit in the living room.

Xander watches in a daze as the men wheel the gurney out the front door. One of them gives him a clipboard.

CORONER: If you could just sign this?  
>XANDER: Sure.<p>

He signs the clipboard and hands it back.

CORONER: Call this number tomorrow, we'll have more information. (giving Xander a piece of paper)  
>XANDER: Okay, thanks. Thank you.<br>CORONER: I'm sorry for your loss.

The coroner picks up a briefcase in one hand, takes the end of the gurney in the other, and he and the other coroner exit. Xander closes the door, looking at the piece of paper.

XANDER: So that's it.  
>BUFFY: Are the police gone too?<br>XANDER: Coming back tomorrow with more of their pretty yellow tape.

He sits on the coffee table. Both he and Buffy put their faces in their hands for a moment.

BUFFY: (sighing) We need to find Willow.  
>XANDER: Yeah, she's off the wagon big-time. Warren's a dead man if she finds him.<br>DAWN: (bitterly) Good.  
>BUFFY: Dawn, don't say that.<br>DAWN: Why not? (the others looking at her) I'd do it myself if I could.  
>BUFFY: Because you don't really feel that way.<br>DAWN: Yes I do. And you should too. He killed Tara, and he nearly killed you. He needs to pay.  
>XANDER: Out of the mouths of babes.<br>BUFFY: Xander.  
>XANDER: I'm just saying he's ... he's just as bad as any vampire you've sent to dustville.<br>BUFFY: Being a Slayer doesn't give me a license to kill. Warren's human.  
>DAWN: (scoffs) So?<br>BUFFY: So the human world has its own rules for dealing with people like him.  
>XANDER: Yeah, we all know how well those rules work.<br>BUFFY: Sometimes they do. Sometimes they don't. We can't control the universe. If we were supposed to ... then the magic wouldn't change Willow the way it does. And ... we'd be able to bring Tara back.  
>DAWN: (very quietly) And Mom.<br>BUFFY: There are limits to what we can do. There should be. Willow doesn't want to believe that. And now she's messing with forces that want to hurt her. All of us.  
>XANDER: I just ... I've had blood on my hands all day. (looks Buffy in the eye) Blood from people I love.<br>BUFFY: I know. And now it has to stop. Warren's going to get what he deserves. I promise . But I will *not* let Willow destroy herself.

Xander nods, sighs.

XANDER: Okay, where do we go? She could be anywhere.  
>BUFFY: (sighs) I don't know, um ... Maybe the Magic Box for some kind of locating spell. (quickly, to Xander) I could go myself.<br>XANDER: No no. I'm cool. I'll go.  
>BUFFY: Dawn can't stay here by herself.<br>DAWN: Let me go with you. I want to.  
>BUFFY: No, honey, it's too dangerous.<br>DAWN: But ... it's Willow. She needs us.  
>BUFFY: She does. And you'll help her. Lots. Okay, but first we have to get her home in one piece.<br>DAWN: But-  
>BUFFY: Dawn. I'm serious. You've been through enough for more than one ... ever. You should be someplace where you feel safe.<br>DAWN: (sullen) Fine. I want to go to Spike's.

Buffy sighs heavily.

BUFFY: All right.  
>XANDER: What? Not all right. Are you kidding? After what Spike did-<br>BUFFY: Xander!

Buffy gives Xander a meaningful look and a very small shake of the head.

BUFFY: I'll get the coats.

She gets up and moves toward the foyer. Xander follows.

XANDER: (quietly) You're not gonna really leave Dawn with Mr. Attempted Rape.  
>BUFFY: (quietly) He won't hurt Dawn. I, he-he physically can't. Besides, he wouldn't.<br>XANDER: Well, after the other night, I'd say all bets are off on what he's capable of.  
>BUFFY: Dawn feels safe with him. We don't have a choice. Right now, he's all we've got.<p>

Xander looks displeased.

Meanwhile Willow heads to the University. Once she is in Tara's old room she sits on the bed holding her white shirt stained with Tara's blood. She looks at it for a moment, then gets up, kneels on the floor and spreads the shirt out on the floor, bloody side down. We see that Willow's eyes are still black.

WILLOW: Blood of the slain, hear me. Guide me to Tara's killer.

The blood rises to the surface and forms a map. A glowing dot, as if the shirt were on fire just in one little spot, marks a single point on the map, moving slightly. Willow studies it grimly.

Back to Buffy and Dawn. They're at Spike's Crypt. He's watching an old movie.

MAN ON TV: John, why don't you forget this foolishness?  
>MAN #2 ON TV: Stop right where you are, Mr. Norton.<br>WOMAN ON TV: John! John!

BUFFY: Spike.

The person in the chair gives a yelp of surprise and jumps up in a shower of popcorn/chips/junk-food. It's Clem, who had been asleep.

CLEM: Suffering cats!

Buffy is startled, stares at him.

CLEM: (puts hand on his chest) Where did you come from?  
>BUFFY: Oh. Clem, I - sorry, I didn't mean to startle you.<br>CLEM: It's, uh, it's okay, you just (chuckles) snuck up on me is all.  
>BUFFY: (apologetic) I made you spill your snacks.<br>CLEM: Nah, don't worry about it. (holds up his arm and indicates loose floppy skin) Like I need any more of this. (waves at Dawn) Oh, hi.  
>DAWN: Hi.<br>CLEM: Can I get you ladies something? I was just about to mix up some Country Time.  
>BUFFY: We're looking for Spike, actually.<br>CLEM: He didn't tell you?  
>BUFFY: Tell me what?<br>CLEM: He left. Town.  
>BUFFY: Oh.<p>

DAWN: He just took off?  
>CLEM: That's why I'm staying here for him. Sweet pad like this goes empty for a few days, you'll lose it for sure. Plus, I ... (indicates the TV) don't have a TV.<p>

Buffy has a sour expression.

CLEM: I'm surprised he didn't tell you. He kind of left in a hurry, I guess. (awkwardly) Sure I can't get you something? I've got Bugles and, uh, liverwurst...  
>BUFFY: We're fine, thank you. Um, but you could do us a favor. Do you think maybe Dawn could hang out here with you for a while? I have some stuff that I need to do and, uh, I really don't want her to be alone.<br>DAWN: I still don't see why I just can't-  
>BUFFY: Dawn. We've been through this. (to Clem) What do you think?<br>CLEM: No problem. I'd love the company. (to Dawn) Do you like Parcheesi?  
>DAWN: (trying to be nice) Sure.<br>CLEM: Or, we could rent videos. I've been dying to see "The Wedding Planner."  
>DAWN: Either way. I'm good.<br>CLEM: Ooh, and here. (indicates the chair) You can have the comfy chair.

Dawn smiles despite herself.

BUFFY: I'll be back as soon as I can. (hugs Dawn) I promise.  
>DAWN: Okay.<br>BUFFY: (to Clem) Thank you.

Clem nods. Buffy starts for the door, pauses, turns back.

BUFFY: Did he say when he'd be back?  
>CLEM: Spike? No. Only that he could be gone a while.<p>

Now on to Spike who has ventured into some desert in god knows where. Spike continues walking, his face determined. Another villager tries to stop him, saying something in an African language.

VILLAGER: _Toyenza coyengara. Erio mtuwana._  
>SPIKE: Not asking for permission, mate.<p>

Spike never stops walking, strides past the man and onward. The man yells after him but doesn't follow.

VILLAGER: _Ymirira! Odja kufa! Ymirira!_

Spike enters a dark cave. He slows down. It's almost completely black. He flicks open his lighter, revealing paintings on the cave walls. Images of people's faces in pain, bodies with blood pouring out of them, skulls. Spike looks at them, a little nervous. The music continues.

More paintings. One depicts a black figure holding out an arm toward another figure, which is red and dripping blood.

A breeze blows out the lighter. Spike looks at it, slowly flicks it closed and continues into the cave. Then a deep gravelly voice speaks.

VOICE: You seek me, vampire?

Spike looks nervous, but covers it.

SPIKE: You do the finger paintings? Nice work.

We see a demon in the darkness, but all we can see is an indistinct shape and a pair of green glowing eyes.

DEMON: Answer me.  
>SPIKE: Yeah. I seek you.<br>DEMON: Something about a woman. The slayer.  
>SPIKE: (nods, barely concealed anger) Thinks she's better than me. Ever since I got this bleeding chip in my head, things ain't been right. Everything's gone to hell.<br>DEMON: And you want to return to your former self.  
>SPIKE: Yeah. What?<br>DEMON: Look what she's reduced you to.  
>SPIKE: It's this bloody chip-<br>DEMON: You were a legendary dark warrior, and you let yourself be castrated. (Spike looking angry) And you have the audacity to crawl in here and demand restoration?  
>SPIKE: I'm still a warrior.<br>DEMON: You're a pathetic excuse for a demon.  
>SPIKE: (angry) Yeah? I'll show you pathetic. Give me your best shot.<br>DEMON: You'd never endure the trials required to grant your request.  
>SPIKE: Do your worst. But when I win ... I want what I came here for.<p>

The demon watches him, breathes loudly but says nothing.

SPIKE: Bitch is gonna see a change.

Now in the Magic Shop Xander is trying to lead Anya toward the table. Anya is still partly frozen from Willow's spell.

XANDER: You feeling any change? Can you talk?

Anya pulls away, not looking at him.

ANYA: It's wearing off.

She sits down on the bench.

ANYA: Willow was here earlier. She put the whammy on me and went straight to the dark arts books. Sucked them dry.  
>XANDER: (awkwardly) Look, Anya, something terrible happened.<br>ANYA: I know. (softly) Tara.  
>XANDER: (nods) Willow's out for blood, big time. We need to find her before she finds Warren. Is there something you can do, a, a locator spell?<br>ANYA: I don't need a spell. (a bit reluctantly) I can feel her.  
>XANDER: You can...?<br>ANYA: Feel her. Her thirst for vengeance, it's overwhelming.  
>XANDER: Is that like, left over from your vengeance demon days? You just sense her?<br>ANYA: No. Not left over.

She gives him a meaningful look. The clue hits.

XANDER: Oh.  
>ANYA: Yeah. (sound of the bell over the door)<br>XANDER: When?  
>ANYA: (sourly) When do you think?<p>

Buffy rushes over.

BUFFY: Is everyone okay? Did Willow -  
>ANYA: Got her power boost and took off.<br>XANDER: Anya's ... Anya was saying she knows where Willow is.  
>BUFFY: A spell?<br>XANDER: (bitterly) Not exactly. Seems Anya got her vengeance on again.  
>BUFFY: (stares at Anya) Oh.<br>XANDER: So, Willow's all wrathy ... why don't you go to her? Isn't that your gig?  
>ANYA: (defensively) Normally, I'd have to ... but she doesn't want me.<br>BUFFY: She wants to do it herself.  
>ANYA: Yeah.<br>BUFFY: Look, Anya, we don't have much time. Which side of this are you on?

Anya hesitates.

XANDER: If you know where she is, you can help us.  
>ANYA: (stands up, sighs) I'll help. But I'm helping Willow.<p>

Buffy and Xander accept this.

ANYA: She's close to him. He's in the woods.

Buffy and Xander exchange a look.

Meanwhile Willow walks along, holding the bloody shirt in the woods. The bushes bend back out of her way as she passes. She walks slowly and calmly. In another part of the woods, Warren is running along, shoving branches and bushes out of his way. He's wearing a backpack.

Willow comes to a small clearing, looks around, smiles a little.

WILLOW: Run all night, Warren. I'll still find-

Suddenly something hits her. She falls down face-first. We see Warren standing behind her. A long-handled axe is buried in Willow's back.

Warren stares down at her, looking nervous. Warren stands over Willow, still nervous, but starting to smile a little. Suddenly Willow rises upward and onto her feet, lifted by magic. She turns to face Warren, reaching her arm behind her to pull the axe out of her back. Warren stares at her fearfully.

WILLOW: Axe, not gonna cut it.

She tosses the axe to the ground. Warren runs off. Willow follows. Warren runs through the forest, panting, reaching behind him to pull something out of his backpack. It's a small metal box. Warren stops running and pulls a pin on the side of the box. Little metal wings appear from holes on two sides of the box. The wings begin to flap. Warren smiles as the box lifts off his hand and up into the air. It zooms away with quick flitting movements like a bat. Willow is walking calmly through the woods. The winged box flies up to her. She looks at it in surprise. Suddenly the box explodes. But the explosion, instead of moving continuously outward, only expands to a diameter of about ten feet. It surrounds Willow in a shimmering ball of energy like solidified air and fire, holding her motionless. But then she steps forward, and the ball shatters into large pieces like glass. Willow resumes walking.

Warren is now running desperately through the woods, looking back over his shoulder. He turns to face front again and finds Willow directly in front of him. Warren stops short, gasping.

WARREN: (nervous laugh) Cute. That's a cute trick.

Willow is silent, just walks toward him. He backs away, very nervous.

WARREN: It was an accident, you know.  
>WILLOW: Oh. You mean, instead of killing my best friend, you killed my girlfriend.<br>WARREN: It ... it wasn't personal, that's all.

Close on Warren's hand in his pants pocket, grasping for something. He continues moving backward as Willow continues advancing on him.

WILLOW: Well, this is.

Warren turns to run away. Willow holds out both her hands and sends a huge blast of magical energy at Warren, knocking him down. He quickly pulls his arms out of his backpack straps.

WARREN: Capture!

He throws something at Willow, looks like a small ball of blue goo. It hits her in the stomach and begins to expand, first around her body pinning her arms to her sides, then up and down until her whole body and head are surrounded by shimmery transparent blue. Her mouth opens as if trying to speak, but she can't. Warren jumps up and runs off again, leaving his backpack behind. Willow's eyes begin to glow fiery orange behind the blue goo. The goo in front of her eyes melts, and then the entire cocoon melts and slides down off her body. Willow is still standing where she was. Her eyes are black again.

WILLOW: _Irretite._

Warren is still running away. Suddenly vines from several nearby trees whip out and wrap around his legs, then his wrists. He's trapped, spread-eagled between two trees. He looks around, panting. Willow walks around a tree and approaches him.

WILLOW: Cute tricks.  
>WARREN: You're really asking for it, you know that?<br>WILLOW: (incredulous) I'm asking for it?  
>WARREN: I'm gonna walk away from this. And when I do, you're gonna beg to go join your little girlfriend.<p>

Willow frowns as if realizing something.

WILLOW: She wasn't your first.  
>WARREN: (nervous) Uh, first who?<br>WILLOW: Tara. She wasn't the first girl you killed.  
>WARREN: I don't know what you're talk-<br>WILLOW: Reveal!  
>KATRINA: I should have strangled you in your sleep.<p>

Warren's ex-girlfriend Katrina, whom he killed in episode "Dead Things," walks around the same tree that Willow just came from. She is deathly pale.

KATRINA: Back when we shared a bed. I should have done the world a favor.  
>WARREN: (nervous laugh) It's a trick.<br>KATRINA: Why, Warren? You could have just let me go.

Warren is pretty freaked and can't look at Katrina, just at Willow and the surroundings. Willow watches him calmly.

WARREN: (to Willow) Make it shut up. Make it go away.  
>KATRINA: It didn't have be like that.<br>WARREN: (to Willow) I'm not kidding!  
>KATRINA: How could you say you loved me, and do that to me?<br>WARREN: (suddenly) Because you deserved it, bitch!

Warren finally turns to look at Katrina as he yells at her. But now she's gone.

WILLOW: Because you liked it.  
>WARREN: Oh, shut up!<br>WILLOW: You never felt you had the power with her. Not until you killed her.  
>WARREN: (nasty laugh) Women. You know, you're just like the rest of them. Mind games.<p>

Warren talks a good game, but he's trembling in fear.

WILLOW: You get off on it. (moving closer) That's why you had a mad-on for the Slayer. She was your big O, wasn't she, Warren?  
>WARREN: (still trembling) Are you done yet? Or can we talk some more about our feelings?<p>

Now back to Buffy, Anya, and Xander they're in the woods looking for Willow.

BUFFY: What's happening? What do you feel?  
>ANYA: She's stronger now. Close.<br>XANDER: What about Warren? Has she-  
>ANYA: He's still alive. She's not done.<p>

Back to Warren and Willow. He's getting desperate now.

WARREN: (yells) Help! (normal voice) Let me go. (yells) Somebody! Help!  
>WILLOW: What's the matter? Thought you wanted to talk.<br>WARREN: No.  
>WILLOW: Okay.<p>

Willow opens her hand, revealing the bullet that she took from Buffy's chest earlier.

WILLOW: I'll talk.

She waves her other hand, and Warren's shirt rips open.

WARREN: What, what are you doing?  
>WILLOW: Shhh.<br>WARREN: (seriously freaked) Hey, hey, I'm sorry, okay? I'm sorry.

Willow holds the bullet about an inch from Warren's chest, right over his heart. She lets go, but the bullet continues to hover in place.

WILLOW: Wanna know what a bullet feels like, Warren? A real one? (Warren looking nervously down at the bullet, then up at her) It's not like in the comics.  
>WARREN: No. No.<br>WILLOW: I think you need to. Feel it.

The bullet slowly starts to push its way into Warren's chest.

WARREN: Oh god! Stop it!  
>WILLOW: It's not going to make a neat little hole. First, it'll obliterate your internal organs. Your lung will collapse. Feels like drowning.<br>WARREN: (strained) Please! No.

Warren is clearly in a lot of pain as the bullet continues penetrating his body.

WILLOW: When it finally hits your spine, it'll blow your central nervous system.  
>WARREN: Oh please, stop, god! Please-<br>WILLOW: (angrily) I'm talking!

Willow lifts a hand and suddenly Warren's lips are sewn shut with large stitches of thread. He can only groan and whimper.

WILLOW: The pain will be unbearable, but you won't be able to move. Bullet usually travels faster than this, of course. But the dying? It'll seem like it takes forever.

She pauses, as if affected by her own words, looking at the little wound on Warren's chest. Warren just grunts and squeezes his eyes shut in pain.

WILLOW: Something, isn't it? (pensively) One tiny piece of metal destroys everything. (Warren groaning loudly) It ripped her insides out ... took her light away. From me. From the world.

Now she looks Warren in the eye again, re-focusing. He continues trembling, groaning in pain and fear.

WILLOW: Now the one person who should be here is gone ... and a waste like you gets to live. Tiny piece of metal. Can you feel it now?

Warren continues whimpering in pain.

ANYA: Over there.

She leads them off to the left.

Warren continues grunting through his sewn-shut mouth.

WILLOW: I said, can you feel it?

She waves her hand and the stitches disappear.

WARREN: Please! God! I did wrong, I see that now. I need, I need jail! I need ... But you, you don't want this. You're, you're not a bad person. Not like me.

Willow stares at him.

BUFFY: Willow!

Willow looks over. The others are visible a few hundred feet away, rushing toward her.

WARREN: Oh, and when you get caught, you'll lose them too. Your friends. (panting) You don't want that. I know you're in pain, but-  
>WILLOW: Bored now.<p>

Willow makes a casual gesture with one hand. A bolt of magic rips through Warren and tears the skin off his body in a single piece.

Anya, Buffy, and Xander arrive just in time to see this.

XANDER: Oh my god.

Warren's skinless body sags against the vines that still hold him. Very icky. Willow stands looking at it.

BUFFY: (shocked) What did you do?

Willow continues looking at the lifeless body.

BUFFY: Willow, what did you do?

Willow looks over at her friends, then back at the body. Suddenly it bursts into flame and burns to nothing in an instant.

WILLOW: (calmly) One down.

Smoke begins to curl up around Willow's body as red fire flashes in her eyes again. Lightning flashes as her whole body dissipates into smoke and is gone.

The others stand there staring in horror.


	3. Chapter 3

Jonathan standing by the bars of his cell, holding the bars, while in the background Andrew is sitting on the lower bunk bed holding his wrist up to his ear.

ANDREW: Dude. Move like, a foot to your left.  
>JONATHAN: (not moving) What for?<br>ANDREW: I'm trying to hear something.  
>JONATHAN: Like what?<p>

Andrew prods his wrist.

ANDREW: (conspiratorially) Signals.  
>JONATHAN: Oh, for crying out loud. (turns to face Andrew) Signals? Who from, your probe-happy alien friends? Say, maybe we can trade a pack of cigarettes in for tin foil. Make you a nice antenna hat.<br>ANDREW: Laugh it up, fuzzball. I figured it out. (softly) Warren never abandoned us. Well, not me, anyway. This is like his test. If we can figure out how he's communicating with us, then we'll be, you know, worthy.  
>JONATHAN: (incredulous) You're checking for implants?<br>ANDREW: (defensive) Lex Luthor had a false epidermis escape kit in "Superman Versus the Amazing Spider-Man" Treasury edition-  
>JONATHAN: Okay, first of all, those were sonic disrupters. And second of all ... you are sadness personified. Waiting for Warren? Yeah, maybe he'll come bust us out of here on Santa's magic sleigh.<br>ANDREW: (stands up angrily) I'm telling him you said that.  
>JONATHAN: Why wait? I'll tell him right now.<p>

Jonathan grabs Andrew's elbow and holds it up to his own face.

JONATHAN: Hey, Warren, do you read me, your girlfriend's pathetic, over.  
>ANDREW: (pulls his arm away) Shut up, Jerk-athan! You see this? This is why we get jet packs and all you get is left behind.<br>JONATHAN: So you admit it.  
>ANDREW: (shrugs) Why not? You were out of the Trio a long time ago in a galaxy far, far away and you know why, little feller? No respect for the chain of command.<br>JONATHAN: Yeah, see how far it's gotten you. Checking every hole in your sad little body for transmitters that don't exist.  
>ANDREW: Oh I'll find it if I have to check every hole in my body and yours.<p>

Andrew shoves Jonathan. Jonathan slaps at him. They grapple and start to fight, geek-style.

JONATHAN: Get off!  
>ANDREW: Make me!<p>

Suddenly Anya appears in their cell in a swirl of magic. The blast throws the two nerds against the bars.

ANYA: There you two are.  
>ANDREW: (to Jonathan) You do that? (Jonathan shaking his head)<br>ANYA: Listen to me. We have to get you out of here or you'll both be killed. (calls) Guard!  
>JONATHAN: What's going on?<br>ANYA: Guard!  
>ANDREW: Stop that! (to Jonathan) I don't trust her. Do you trust her? This is major uncool.<br>JONATHAN: Um, Anya, you're gonna have to break this down for us a little.  
>ANYA: (annoyed) Warren shot Buffy. Warren shot Tara. Buffy's alive. Tara's dead. Willow found out, and being the most powerful Wicca in the western hemisphere, decided to get the payback. With interest.<p>

Jonathan looks sobered.

ANDREW: Wh-what about Warren?  
>ANYA: She killed him. Ripped him apart and bloodied up the forest doing it. Now she's coming here and the two of you are next.<br>ANDREW: Oh my god ... Warren.  
>JONATHAN: Oh my god ... me. (turns to the bars and yells) Guard!<br>ANDREW: But we didn't do anything.  
>JONATHAN: Guard!<p>

The policeman at the desk gets up and walks over.

OFFICER: All right, all right, what do you...

He sees Anya in the cell and pauses, confused.

OFFICER: Who the hell are you?  
>ANYA: Something's coming. Something bad. You have to let these men out of here or I guarantee you there will be hell to pay.<br>OFFICER: Okay, uh ... what exactly's coming?  
>ANYA: One of the many things in this world you are not prepared to deal with.<br>OFFICER: (scoffs) That a fact?  
>ANYA: Yes. And we're running out of time. So just believe me when I tell you...<p>

She quickly teleports herself out of the cage and reappears standing next to the guard.

ANYA: ...these things are real. They're dangerous. And they're coming.

A cop sits in his police car looking at some paperwork. He looks up at the dashboard.

A cup of coffee sits on the dashboard. Slowly it begins to jiggle, the coffee sloshing around in the cup. The cop stares at it.

Suddenly a flash of lightning illuminates his face. He looks out the car window to his left.

In the street a few feet away there's a whirling tornado of gray smoke, with lightning flashing around it. It coalesces into Willow. Leaves and random trash go flying down the street in the wind.

The cop gets out of his car quickly.

PATROL COP: What the hell was that?

Willow walks toward him. Her eyes are normal at this point though her hair is still completely black.

PATROL COP: Listen, I don't know what you think you're doing, but just-  
>WILLOW: Take a nap.<p>

The cop falls down on the ground.

Willow looks up at the police station building. She walks back a few steps to size it up. It's mostly brick, with large arched windows that have been bricked over.

Now back to Anya.

ANYA: ...so please, stop looking at me like it's your first trip to the circus and do your job. Let them out!

We then see Willow standing on the street, staring up at the second story of the building.

Suddenly one of the bricks covering a window flies out.

Anya looks at the two men as the brick that came out was in the rear wall of Andrew and Jonathan's cell. They turn around to look, as a few more bricks come out too.

Willow watches as more bricks come out of the wall, falling to shatter on the ground in front of her.

Andrew and Jonathan flatten themselves against the bars, as far from the wall as they can get. The wall continues to come apart.

OFFICER: You three stay here.  
>ANDREW: Oh, like we have a choice!<br>OFFICER: Don't move. You'll be safe here.

The cop puts a hand on his gun and runs off.

ANYA: Are you even listening? This is the one place they won't be safe!

Willow continues staring fixedly at the building. Bricks continue to pop out. Now a piece of the surrounding wall falls out as well.

Another big chunk of the wall comes out and falls onto a parked police car underneath. More cops begin to rush out from the building, yelling.

Willow puts up a hand.

WILLOW: Back off.

A cop goes flying backward and slams into another car. The other cops keep coming. Another one of them goes flying. One of the remaining cops turns to stop the ones coming out from the building.

COP: Hold it!

The remaining cops stop several yards away from Willow, pointing their guns at her and yelling.

ANDREW: (scared) Stop it, just stop! (to Jonathan) Why is she doing this? Tell her, we didn't do anything.  
>JONATHAN: Yes we did. We signed on, we teamed up, we wanted to see where our plans would take us, well take a look.<p>

Another shot of the wall being ripped apart.

JONATHAN: This is it.  
>ANDREW: Maybe for you.<p>

A bunch of cops are lined up facing Willow, pointing guns at her.

Buffy comes running up and stops beside the building, peering around the corner at the scene. We see it from Buffy's point of view: Willow standing surrounded by bricks and pieces of mortar, the crowd of cops pointing guns at her and yelling, other cops helping each other up off the ground.

Buffy turns and finds a door right behind her. She puts her hand on the knob.

ANDREW: Anya. Teleport us out of here, please. Take us with you.  
>ANYA: I can't. It doesn't work that way.<br>ANDREW: Oh, god. (more pieces of the wall coming off) HELP!

More cops go running across, headed for the front. Various sounds of yelling. Behind them a door smashes open, kicked by Buffy. She runs in, vaults over a divider wall, runs to the stairs and starts up.

Willow is still looking up at the hole in the building as a crowd of cops gathers in front of her, pointing guns and yelling.

Willow puts her hands out and down by her hips, and lifts up into the air, floating toward the hole.

Willow appears in the hole in the wall, grabs the sides of it and climbs inside.

The cell is empty. Willow looks around, then sees that the cell bars have been bent aside, making a hole.

WILLOW: Buffy.

Reveal Anya standing in the hallway just beyond the bars.

ANYA: Willow , just stop for a second and listen to-

Willow lifts her hands and hits Anya with a blast of magic. Anya flies backward and hits the opposite wall, falls down unconscious.

Willow turns away and screams a shrill, loud scream of anger.  
>She is still screaming. Cut to the street. Buffy, Jonathan, and Andrew come out of the police station through the same door that Buffy entered earlier. Willow's scream is audible. Andrew has his hands over his ears.<p>

ANDREW: Aah! What is that sound? God, it kills.  
>BUFFY: We have to make a run for it.<p>

Buffy peeks around the corner. We see the cops still gathered by the front door, holding their guns and staring upward. Some cops covering their ears.

ANDREW: Are you kidding? She's like Dark Phoenix up there! You expect us just to outrun her?  
>BUFFY: Pretty much.<p>

A police car comes roaring up behind them. We see Xander at the wheel.

XANDER: Get in.

Buffy pushes Andrew and Jonathan toward the door. They start to climb into the car. Buffy runs around to the other side.

The car starts moving with Buffy not yet in. It starts around the corner toward the gathered cops. Buffy runs alongside, gets the door open and jumps in. The car speeds off. A couple of cops yell and chase it briefly. The screaming noise continues throughout all this.

The car drives down a dark street.

BUFFY: Is she coming?  
>XANDER: (checking rear-view mirror) I don't see anything.<br>BUFFY: (to Jonathan and Andrew in the back seat) Are you guys all right?

They stare at her. She realizes it was a dumb question.

BUFFY: Are you injured?  
>JONATHAN: I, I don't think so.<br>ANDREW: Where are you taking us?  
>BUFFY: (pauses) We'll find someplace safe and we'll keep you there until we can stop Willow.<br>ANDREW: Run and hide, that's your brilliant plan?  
>JONATHAN: I don't believe this.<br>XANDER: Boys, if you don't knock it off, I will pull this car over and you can just walk to your painful deaths from here.

Willow walks out the front door. She pauses, looks around, starts off in the direction the car went.

JONATHAN: I don't get it. Willow's a witch. Why doesn't she just , you know, wave her arms and make us dead?  
>BUFFY: Because she doesn't want you dead. She wants to kill you.<br>ANDREW: But we didn't do anything.

Buffy twists around in her seat and punches Andrew in the face.

ANDREW: (whiny) Ow!  
>XANDER: Hate to admit it, Buff, but Jonathan may have a point. Why isn't she right here right now?<br>BUFFY: (uncertain) Maybe she's just getting her mojo up and running. Or maybe she hasn't figured out exactly how much power she really has yet. (beat) Neither have we.  
>XANDER: Guess we keep running, then.<br>JONATHAN: I still can't believe that was Willow. I mean, I've known her almost as long as you guys. Willow was ... you know. She packed her own lunches and wore floods and was always... just Willow.

Beat. Both Buffy and Xander look pensive.

Suddenly the entire car shakes violently. We see something behind it, very close. Xander looks in the mirror.

JONATHAN: Geez it!  
>ANDREW: What was that?<p>

Suddenly a large truck behind the car, with Willow standing on top of the truck's cab. Her eyes are all-black again. She holds her hands in front of her, elbows extended, palms facing out.

XANDER: Just Willow.

The truck races along immediately behind the car. Pan down from Willow to reveal the truck driver, struggling with the steering wheel, then giving up and throwing his hands up in the air.

Buffy and Xander look nervously at their side mirrors. Shot of the truck from the rear window of the car. The truck's grille looms very close.

The truck speeds up and rams the back of the car a second time. Xander looks scared, keeps the car under control. The truck rams the car again.

XANDER: O-okay, any ideas?  
>BUFFY: Drive faster.<p>

The car speeds up and pulls ahead. But then the truck speeds up and catches up again. Another hit. The bumper of the car comes partly detached and scrapes along the ground. The truck hits the car yet again. Everyone in the car looks scared.

XANDER: This is faster!  
>JONATHAN: She knows you're in this car too, right?<p>

They look back at the truck.

JONATHAN: Right?

Buffy looks back nervously.

We see Willow grimacing, hunching over a little.

JONATHAN: She's draining.  
>XANDER: She's what-ing?<p>

Willow grimaces more, falls down to a sitting position on top of the truck.

JONATHAN: Just keep going.

Long shot of the car and truck rounding a corner onto a wide, deserted four-lane road. The car's bumper still drags behind, throwing up sparks. Xander concentrates on his driving.

Willow is now on all fours and staring at the car, still grimacing. Buffy, Andrew, and Jonathan watch anxiously from within the car.

The truck driver yanks at the wheel and finds it responding now. He swerves left, then right. The tires start to screech. The truck comes to a stop. The car continues speeding away.

The driver gives a sigh of relief.

Andrew and Jonathan watch through the rear window of the car.

ANDREW: (relieved laugh) Cool.

The car speeds on, the bumper finally detaching completely and lying in the middle of the road.

Cut to: Spike's crypt. Dawn is standing by the windows, looking out nervously, fidgeting.

CLEM: Not that I'm knocking the nacho cheese ones. I like the taste. It's just the texture I can't deal with.

Dawn ignores him. Reveal Clem with two separate bowls of chips in front of him. He picks up a chip and eats it, contemplating.

CLEM: So gritty. (Dawn looking at him) Kinda hurts my tongue. So, I'd give 'em a seven. Maybe a seven-five ... and, you think this is dumb, don't you?  
>DAWN: Uh, no! No, as taste tests go, this is definitely one of the better ones I've been to. CLEM: I get it. No biggie. (sighs) Uh, you wanna play cards?<br>DAWN: Clem...  
>CLEM: I can be a real boredom-buster, if you just give me half a chance.<br>DAWN: It's not you.  
>CLEM: Still, I feel responsible. (walking over to her) It's not fair ... girl your age, cooped up in a crypt. Tell you what, let me get my hat and coat, I'll take you to a movie. We'll go nuts! (coaxing) PG-thirteen.<br>DAWN: (frustrated) Clem!  
>CLEM: Uh-huh?<br>DAWN: Look at me. Do I look weak to you? O-or incapable?  
>CLEM: Heck no.<br>DAWN: So why am I stuck here?  
>CLEM: (shrugs) No good reason I can see. (sighs) I'm still real sorry about what happened. If there's anything I can do to help ... just name it.<br>DAWN: (sly) Anything?  
>CLEM: Ohh ... you're not going to get yourself in trouble now, are you? Or me? 'Cause your sister's the Slayer; I'm a demon, that's real good incentive to get along with her.<br>DAWN: I need a demon to help me.

She walks a little ways toward the door.

DAWN: Spike would have.  
>CLEM: Spike's gone.<p>

Dawn looks upset.

Ever wonder what happened to spike? Hmm what is he up to now?

DEMON: You understand, then.  
>SPIKE: Yeah. (bored) Yeah, it's not like you haven't been clear about it, oh great mysterious one. This is a test. I don't get what I want unless I pass said test. That about the size and shape?<br>DEMON: Yes.  
>SPIKE: And since your pad is decked out gladiator-style, and no number two pencils have been provided ... I guess we're not starting with the written.<p>

Spike looks around nervously. A person walks up behind him. Spike turns and sees him. He appears to be human, but very large and muscular.

SPIKE: Oh, here we go then. Just me and the walking action figure. I'm venturing this would be the kill-or-be-killed type of situation, then?  
>DEMON: To the death.<br>SPIKE: Right.

Spike faces his opponent, anticipating.

SPIKE: Here we are now. Entertain us.

The muscled man holds up his fists and smacks his forearms together. Both his hands burst into flame. Spike looks alarmed.

SPIKE: Oh, son of a b...

Muscle-man punches Spike in the head. He goes down. Another punch. Spike scrambles backward on his butt and hands.

Shot of muscle-man from Spike's POV as the flaming fist swings down again.

Now we venture back to Sunnydale.

DAWN: Rack's place was right around here last time.  
>CLEM: Oh, huh, I don't feel anything. (quickly) Oh well. Not here. Let's go home.<br>DAWN: You don't feel anything because his place moves. I told you. (they stop walking)  
>CLEM: Know why Rack moves all the time? Because he's shady. A bad element comes down here.<br>DAWN: I get that. But Willow's part of it now. She is the element. If she isn't around somewhere, Rack may know where she is. Which is why we need to talk to him.  
>CLEM: (nervous) We? In a face to face way?<br>DAWN: (impatient) Or me. I'll go in there without you.  
>CLEM: No, no, it's fine, I'm good, it's just, Rack isn't partial to the floppy-eared. (Dawn looking skeptical) He has a thing! But, but hey, I'm in. Absolutely.<br>DAWN: Either way. Just get me there. (resumes walking)  
>CLEM: Say Rack does know where Willow is. He's not going to tell you for nothing. He's gonna want something.<br>DAWN: I have money.  
>CLEM: (sighs) That's not the kind of something he's gonna want. Rack likes little girls.<br>DAWN: (stops walking, angrily) I am not a little girl.  
>CLEM: I, I don't know if you've thought this through. I'm supposed to keep you safe (Dawn looking annoyed) and this whole thing is... I mean, even if you find Willow ... you really think you can stop her?<p>

Dawn stares at him, not sure what to say.

Now over to the magic shop. The door opens and Anya enters, followed by Xander, then Andrew, Jonathan, and Buffy. Anya strides into the middle of the room impatiently.

XANDER: Thanks, Anya, for getting here so fast. It's a big help.  
>ANYA: Once again, Xander in need of the big help.<br>XANDER: Whatever. So, can you still sense Willow? Knowing her location'd be a real big comfort right about now.

They go over to the table that still holds the pile of now blank magic books.

ANYA: No, I can't. Which means whatever she's feeling, it's gone way beyond simple vengeance.  
>XANDER: Did I mention me needing the comfort?<br>BUFFY: Whatever we've got, better grab it fast. This is one of the first places she's gonna think to look for us.  
>ANDREW: (alarmed) Then what are we doing here? You know, I could summon a demon that would kill her.<p>

They all turn to look at him, angry.

XANDER: And I could smack you so hard your eyeballs would switch sockets. BUFFY: No one is getting killed. Sit down.

Jonathan and Andrew go to sit down. Anya moves off.

BUFFY: We need to find some sort of magicks that'll stop Willow. Or at least slow her down. XANDER: But she drained the place.

Anya does something at the cash register. Buffy and Xander look at the blank books.

XANDER: (holding up a book) Took everything.  
>ANYA: Not everything.<p>

Anya has a small key in her hand. She reaches under the counter to pull something out.

XANDER: What is it?

Xander and Buffy walk over. Anya produces a medium-sized wooden chest. She opens it and takes out a book.

ANYA: Um, book of protection spells. Anti-magic, our last resort.  
>XANDER: Think you can work this stuff?<br>ANYA: (looking at book) Ah. Okay. Well, the good news is, text is intact. Bad news is, ah, I can't read a word of it. It's like in, ancient Sumerian or something.

Jonathan gets up, walks a little closer.

JONATHAN: Could I take a look at the book?  
>BUFFY: Shut up.<br>JONATHAN: Right.

Jonathan starts to turn back to his seat, pauses, addresses Buffy.

JONATHAN: I just thought, you know, as long as you're protecting us, the least I could do is-  
>BUFFY: I'm not protecting you, Jonathan. None of us are. We're doing this for Willow. The only reason it happens to be your lucky day? Is because Willow kills you, she crosses a line, I lose a friend. (gets right up in Jonathan's face) And I hate losing.<br>JONATHAN: I get that. It's just ... you know she's running out of power, right? I can tell. I can practically feel it. (quietly, embarrassed) I've dabbled in the magicks.  
>XANDER: I think Willow's in a league of her own about now, dabble-boy.<br>JONATHAN: But still, running that hot for that long, it's just a matter of time before you gotta re-charge, no matter how juiced up you are.  
>BUFFY: Thank you. Now you remember that thing we talked about?<br>JONATHAN: About me shutting up?

Buffy nods.

JONATHAN: (whispers) Right.

He goes back to his seat beside Andrew.

Xander pulls Buffy aside.

XANDER: Buffy, let's say this works. And we stop Willow from working the hoodoo for a minute. What then?  
>BUFFY: I talk to her.<br>XANDER: Great. And say what?

Buffy takes off her hat, runs her hand through her hair, sighs.

BUFFY: Look ... whatever she's gonna do, she starts with those two. (indicating Andrew and Jonathan) They're the line she cannot cross. And if she's running low on magicks ? Then she's probably somewhere right now trying to get it all back.

The door opens (POV of someone entering the room), revealing a junkie boy lying blissed-out on the floor with his eyes closed, holding a lit cigarette. Pan over to Rack, sitting on the floor between a sofa and a coffee-table, laying out runestones on the sofa. He doesn't look at the camera.

RACK: Hey, babe. I been waiting for you.

He lays down another stone and looks over. Reveal Willow standing in the doorway, her eyes back to normal.

RACK: Guess the rehab didn't take, huh. That's the way it goes sometimes.

He gets up and walks slowly toward her.

RACK: But I gotta say ... I could feel you coming a mile away, the power you got. And you know something, sweetness? (whispers) I liked it.

He keeps moving closer, all sleazy and creepy-seductive. Willow doesn't react, just stands there.

RACK: When you first came to me, you were just a little ... slip of a girl.

He gets right up behind Willow, puts his hands on her shoulders and moves them down out of shot.

RACK: Look at you now, all ... growed up. So full of dark juice.

He moves to the other side of her, still behind her, his hands on her shoulders. He reaches up and brushes hair back from her face, nuzzles her ear. She still just stands there.

RACK: And you still taste like strawberries. Only now ... (moves around in front of her) ...you're ripe.

He stays right there in her face, almost like he's about to kiss her. He even puts his hand on her chin.

RACK: You came because you want something. Don't you?

Willow nods slowly.

RACK: I thought so. (stroking her cheek) So tell me, Strawberry...

Now his mouth is barely an inch away from Willow's as he continues to caress her cheek with one hand.

RACK: ...what on this earth do you want?

Willow lifts her own hand to touch Rack's face the same way. But then she starts to squeeze.

WILLOW: Just to take a little tour.

Suddenly her other hand comes up and smacks onto Rack's chest. Magic begins to flow. Rack gasps and groans helplessly. His body glows and little sparks of lightning flash around him. Willow continues to hold him by the chin with one hand with her other hand on his chest, slowly lifting him up off the ground as the magic crackles between them. Rack continues making little pained groaning noises.

Clem enters through the shimmery magic wall, looks around, walks farther inside. Dawn appears behind him.

DAWN: Yay, Clem, making with the demon senses! I knew you'd find this place.

Clem looks around nervously.

CLEM: (softly) It's not very clean.  
>DAWN: Don't wig out on me again.<br>CLEM: It's just, I'm still not so sure you should be here. I'm not so sure *I* should be here.  
>DAWN: It'll only take a minute. Come on.<p>

Dawn walks toward the door that leads to the inner room. Clem watches nervously but doesn't follow her. She turns back, sighs.

DAWN: You wanna wait here?  
>CLEM: (relieved) If that works for you...<br>DAWN: Be right back.

She opens the door. Clem looks around, sighs nervously.

Dawn enters slowly, looking around.

DAWN: Willow?

She turns slowly, and suddenly comes face-to-face with Rack - hanging upside down, with his head at Dawn's eye-level, dead.

Dawn screams, whimpers, turns frantically toward the door. But Willow is in the way.

WILLOW: Hey, cutie.

Dawn stares in horror.

Willow's hair is all black, her eyes are all black, and dark veins are visible all over her face. She gives a little smile.

WILLOW: Dawnie, what are you doing here? 'Cause if you're looking for me? Now's not a great time.  
>DAWN: You look terrible.<br>WILLOW: Do I?

Willow starts to move closer to Dawn.

DAWN: You're back on the magicks.  
>WILLOW: No, honey. I am the magicks.<br>DAWN: (backing away as Willow advances) Did you kill that guy?  
>WILLOW: (shrugging) It's an improvement, believe me.<br>DAWN: (very nervous) I have to go.

Dawn rushes past Willow and toward the door - and suddenly Willow is in front of her again, blocking the door. Dawn gives a little yelp of fear.

WILLOW: Why? So you can run and tell Buffy?  
>DAWN: Willow ... please, just listen to me.<br>WILLOW: You don't have to talk. Just think real loud. I can hear you.

Willow advances again, and Dawn backs up again.

DAWN: You're freaking me out.  
>WILLOW: Oh, don't be like that. I'm just a little wired. And I have some things to do. I thought if anybody'd understand-<br>DAWN: I miss Tara, too!

Willow stops cold, glares.

DAWN: But this? What you're doing here? This is not the way to go! You're only going to make things worse! But I promise, it's not too late to-  
>WILLOW: You miss her?<br>DAWN: (shocked) Yes.  
>WILLOW: Did you cry? (Dawn still looking shocked) Of course you did. I get that.<p>

Willow resumes walking toward Dawn, and Dawn resumes backing away.

WILLOW: I understand the crying, you cry because you're human. But you weren't always.  
>DAWN: (hurt) Yes, I was.<br>WILLOW: No, please. You're telling me you don't remember? You used to be some ... mystic ball of energy. Maybe that's why you're crying all the time, Dawnie. 'Cause you don't belong here.

Dawn finds herself backed up against the wall, gasping anxiously.

WILLOW: Wanna go back? End the pain? You'll be happier. I'll be happier. We'll all be a lot happier without listening to the constant whining.  
>DAWN: (tearful and angry) Willow, stop...<br>WILLOW: (mock-whining) "Mom!" "Buffy!" "Tara!" "Waah!" It's time you go back to being a little energy ball.

Dawn looks very scared.

WILLOW: No more tears, Dawnie.

Willow's voice echoes weirdly on that last line. Dawn whimpers and presses back against the wall. Willow smiles a little, advancing right up to Dawn.

Willow turns.

Buffy stands in the doorway.

BUFFY: I think you need to get away from her.

Back to the magic shop again. Anya sits behind the counter with the magic book open in front of her, a notebook next to her, and a pen in her hand. Xander stands right behind her looking at another book.

ANYA: You're too close.  
>XANDER: How am I supposed to read?<br>ANYA: I don't know, I'm staring right at this stuff and I can't read it.  
>XANDER: Well, how's the translation coming? (Anya looking very annoyed)What have we got so far?<br>ANYA: (sighs, looks at notebook) So far we've got "the." Well, either "the" or "towards," I'm not really sure. (writes something down) I can't do this. I'm in retail. Stupid ancient Sumerian.  
>JONATHAN: I'm pretty sure it's Babylonian.<p>

Anya and Xander look up. Jonathan is standing on the opposite side of the counter.

JONATHAN: The text is similar, but the dialect is completely different.  
>XANDER: Great. Babylonian. Thanks a bushel. But unless you can read Babylonian, why don't you sit back down.<p>

Jonathan goes back to sit next to Andrew again.

ANDREW: (softly) Why are you helping them?  
>JONATHAN: Because they're saving our lives, you moron.<br>ANDREW: Uh-huh. And what then? Even if they kill that Wicca bitch, you think they're just gonna let us walk? They own us.  
>JONATHAN: So what do you want me to do?<br>ANDREW: Look around. You know magic. We're in a magic shop. We can take them.

Jonathan looks at him incredulously.

ANDREW: The books are sucked dry, but so what? There's still like tons of supplies all around us. This is the best chance we're gonna get to make it out of here.  
>JONATHAN: And do what?<br>ANDREW: Start over. We can be a Duo. You and me. You can even be the leader, I swear, I'll take orders. (Jonathan looking contemplative) I like taking orders. Just tell me what to do.

Jonathan looks like he's considering it.

JONATHAN: You want an order?

Suddenly Jonathan jumps up, grabbing Andrew by the front of his shirt, and slams him against a bookcase.

JONATHAN: Grow up.  
>XANDER: Hey now, play nice, fellas, or you'll break our concentration.<br>ANYA: Which means no protection spell.

Jonathan lets go of Andrew.

XANDER: And Willow will make you two boneless chickens skinless, too.  
>ANDREW: And then what? You think your little witch buddy's gonna stop with us? (Xander and Anya glaring at him) You saw her! She's a truck-driving Magic Mama! And we've got maybe seconds before Darth Rosenberg grinds everybody into Jawa-burgers, and not one of you bunch has the midichlorians to stop her.<br>XANDER: You've never had any tiny bit of sex, have you?  
>ANYA: The annoying virgin has a point. What if Willow fillets their soles and then comes after us?<br>XANDER: She won't.  
>ANYA: You don't know that.<br>XANDER: We're her friends, Anya. Her family. She would never hurt us.  
>ANYA: She tried to use you for a hood ornament, Xander. She doesn't care if you live or die.<p>

Xander looks stung by that.

XANDER: Guess you two finally have something in common

Beat. Anya looks slightly chastised. She turns back to her research.

ANYA: I care if you live or die, Xander. I'm just not sure which one I want.  
>XANDER: Again with the comfort. Look, we both know things might get ugly at, uh, Wiccapalooza. And if it gets really bad...<br>ANYA: (still not looking at him) Let me guess. You'll propose?

Xander looks a bit hurt by that too, but he presses on.

XANDER: I need to know if you're gonna turn on me. Use this little shindig as an excuse for some sweet revenge.  
>ANYA: (finally turns to look at him) There is nothing in this world that could give me greater or more lasting satisfaction than to reap bloody vengeance upon you, Xander Harris. But I can't. Not officially, not magically . (sarcastic) So smile, it's your lucky day. You got away with it, I can't hurt you.<br>XANDER: Right, 'cause you varnishing the table with Spike, how could that possibly have hurt? It may have chafed...  
>ANYA: (more quietly) That wasn't vengeance. It was solace.<p>

Xander looks surprised and very hurt. Anya looks upset too.

ANYA: (sighs) Look ... I really can't hurt you, so, I'm just gonna have to settle for hating you.  
>XANDER: If that's what you need to do.<br>ANYA: (angry) Don't! You don't get to play the martyr.  
>XANDER: I'm not.<br>ANYA: You know, none of this would be happening if it weren't for you.  
>XANDER: You think I don't know that? You think I'm the hero of this piece? (upset) I saw the gun. Before Warren raised it, I ... I saw it, and I couldn't move. He shot two of my friends ... before I could even... You want me to know how useless I am? That it's my fault? Thanks. Already got the memo.<p>

Anya looks sympathetic.

ANYA: (softly) I was talking about us.

They return to studying their books.

We then look to see how Buffy, Willow and Dawn are doing.

BUFFY: You need to back down a minute and think, Will.  
>WILLOW: I wasn't gonna hurt her. Buzzkill.<br>DAWN: (whispers, upset) She tried to turn me back...  
>BUFFY: (advancing slowly) You're attacking the people who love you now?<br>WILLOW: Only the ones in my way.  
>BUFFY: That's not ... You need help.<br>WILLOW: I'm doing fine on my own, thanks.

Buffy gets right up next to them, still moving slowly. Suddenly she reaches out and grabs Dawn.

BUFFY: Dawn, get out of here. Go!

Dawn runs to the door, but it's suddenly locked.

WILLOW: Don't. We're all friends.  
>BUFFY: Willow, I know what you want to do, but you have to listen to me. The forces inside you are incredibly powerful. They're strong ... but you're stronger. (Dawn cowering in the corner) You have to remember you're still Willow.<br>WILLOW: (scoffs) Let me tell you something about Willow. (advancing toward Buffy) She's a loser. And she always has been. People picked on Willow in junior high school, high school, up until college. With her stupid mousy ways. And now? Willow's a junkie.  
>BUFFY: I can help.<br>WILLOW: The only thing Willow was ever good for...

She pauses, drops the bitter sarcasm and grows pensive.

WILLOW: ...the only thing I had going for me ... were the moments - just moments - when Tara would look at me and I was wonderful. (grimly) And that will never happen again.  
>BUFFY: I know this hurts. Bad. But Willow, if you let loose with the magicks, it will never end.<br>WILLOW: (smiles nastily) Promise?  
>BUFFY: You don't want that.<br>WILLOW: Why not?

Dawn moves away from the wall and approaches them.

BUFFY: Because you lose everything. Your friends, your self... Willow, if you let this control you then the world goes away. And all of us with it. There's so much to live for. (forcefully) Will, there's too much-  
>WILLOW: (scoffs) Oh, please! This is your pitch? Buffy, you hate it here as much as I do. I'm just more honest about it.<br>BUFFY: That's not true.  
>WILLOW: You're trying to sell me on the world. The one where you lie to your friends when you're not trying to kill them? And you screw a vampire just to feel? And insane asylums are the comfy alternative? This world? Buffy, it's me. I know you were happier when you were in the ground. The only time you were ever at peace in your whole life is when you were dead. Until Willow brought you back. You know, with magic?<p>

Buffy suddenly blinks, looks disoriented.

WILLOW: Oh. Sorry, the trip can be kind of rough...

Dawn, standing next to Willow, is looking shocked and disoriented too. We see that they are now in the Magic Shop.

WILLOW: ...if you're, you know , not me.

We see Xander behind the counter, staring at them in surprise.

Dawn looks around, suddenly collapses on the floor.

BUFFY: Dawn!

Buffy kneels next to Dawn. Willow turns, spots the remaining two Nerds sitting at the table again. Willow smiles.

WILLOW: Jonathan. Andrew. (the geeks looking scared) You boys like magic, don't you?

She smiles as magic starts to flow around her.

WILLOW: Abracadabra.

She lifts both her hands toward them. Streams of purple-black magic flow from her hands and toward them. A breeze ruffles her hair. Lightning flashes. Willow is throwing magic at the Nerds, but it stops before it actually reaches them. Willow stops.

WILLOW: Okay. Didn't see that coming.

The Nerds are unharmed, and surprised.

ANDREW: W-what was that?  
>JONATHAN: We're alive.<br>WILLOW: You guys want to take it slow? (Jonathan and Andrew exchanging a fearful look) I can do that, too. (smiles) Ask Warren.

Willow lifts her hands and resumes with the magic.

Shot of Buffy sitting on the floor beside Dawn, both leaning against the counter looking weak.

BUFFY: Don't!

Willow continues throwing magic across the table at the Geeks, who are scared but untouched.

Reveal Anya in a hidden nook around the corner, holding the magic book and muttering in Sumerian, or possibly Babylonian. She looks nervously around the corner and we can see the light from Willow's magic illuminating Anya. She looks back down at the book, continuously chanting.

Willow stops again. Jonathan and Andrew exchange another fearful look.

JONATHAN: Let's get out of here.

They move toward one side of the table to go around it. Willow moves that way too. They stop, run the other way and toward the door to the back, which is standing open.

WILLOW: No no, stay.

The door closes itself in front of them. They stop, turn back.

WILLOW: I mean, we're just getting started.

Behind Willow, Buffy and Dawn finally get up.

Jonathan and Andrew grab swords that are hanging on the wall.

WILLOW: I've got big party plans.  
>BUFFY: Will-<br>XANDER: (to Buffy) No, don't.  
>WILLOW: Guys, come on. I'm just getting wood for the violence here. And you know what they say ... if at first you don't succeed...<p>

She lifts her hands and starts blasting magic again.

We then venture back to Spike. He hurtles against a wall, groaning. He has a large bruise or burn on his chest, and various other burns and injuries. He slumps down onto the ground, wipes blood from his mouth with the back of one hand.

SPIKE: Had enough?

He pulls himself to his feet.

The muscle-man with the flaming hands punches Spike again. He stumbles backward, goes around a large pillar, comes out from the other side and takes a swing. Muscle-man ducks, punches Spike again. He reels against another wall, bounces back, takes a few more punches and goes down.

On the next punch, Spike grabs the other man's fist, flames and all. He winces in pain but holds on, then shoves muscle-man back with a strong thrust.

SPIKE: (holding up his burnt hand) Bad move, bad move, bad move...

He ducks another punch, grabs muscle-man's arm and flips him over onto his back. While muscle-man is on the ground, Spike kicks him in the groin, flipping him over. Spike straddles muscle-man's shoulders and takes hold of his head, twists it violently, breaking his neck.

Spike straightens up, panting.

SPIKE: Looks like local boy loses.

The demon reappears, still in shadow so we can't see it too clearly.

DEMON: So it would appear.  
>SPIKE: Good on me, then. I get what I came for. I passed, right?<br>DEMON: Indeed. You have passed the first stage of the test.  
>SPIKE: Right, I get... (pauses) Wait. First stage?<p>

Silence. The demon's eyes glow greenish-blue.

SPIKE: Bugger.

Back at the magic box, Willow is still sending magic toward the Nerds. They stand wincing, holding their swords, as the magic fails to harm them.

Willow stops again, seeming amused.

WILLOW: Damn, that is one effective counter-spell.

Jonathan and Andrew stare at her, scared, clutching the swords.

WILLOW: Won't keep you alive, though.  
>BUFFY: Will, stop. You need to give this up now.<br>WILLOW: (ignoring her) I get it. You boys put a, a spell on yourselves, didn't you. Protecting you from harm ... from magicks. That's cute.  
>BUFFY: Will, back off before somebody gets hurt.<br>WILLOW: How 'bout I back off right after? (to nerds) So, which one of you boys worked the mojo?

The nerds just stare, too scared to say anything.

WILLOW: Doesn't matter, really. I'm just curious.

Anya is still hiding in her nook, chanting her protection spell.

WILLOW: Just because I can't do magicks to you, doesn't mean I can't do them on myself.

Magic crackles around Willow as she bends her head and mutters something in Latin.

More swirling magic and crackles of lightning just around Willow.

Then the magic fades and she lifts her head, smiling.

WILLOW: Now I'm pretty sure I'm strong enough to beat you to death.

The boys have retreated behind the table again. Willow reaches down and casually takes hold of a corner of the table, topples it over and throws it aside with ease. The books go flying, the table lies on its side. The boys look terrified.

Willow starts toward them. Buffy moves over and blocks her way.

BUFFY: I don't want to hurt you.

Willow punches Buffy. Buffy flies backward a long way, crashing into a magazine rack against a wall. The geeks look even more scared. Xander looks alarmed, moves in front of Dawn.

WILLOW: Not a problem.

Willow starts toward the guys again. Buffy gets up, now wearing her kick-ass expression. She strides over to get in front of Willow again.

BUFFY: I said I didn't *want* to.

Buffy backhands Willow. Now it's Willow's turn to fly backward, crashing into a glass display case. Crash, tinkle, broken glass and wood and merchandise everywhere. Willow lands in a heap on the floor.

BUFFY: Didn't say I wouldn't.

Xander rushes toward the nerds.

XANDER: Let's go.  
>JONATHAN: What about Willow?<br>XANDER: Buffy can handle her.  
>DAWN: Are you sure?<br>XANDER: No, that's why we're leaving.

Xander, Dawn, Jonathan, and Andrew rush for the door. On the way, Xander passes Anya in her nook.

XANDER: Come on!  
>ANYA: I can't, I, I have to stay here to keep the spell going on Willow.<br>XANDER: No, but...  
>ANYA: (harshly) Go, do something right!<p>

Xander hesitates just another instant, then takes off with the others. Anya resumes chanting.

Xander, Dawn, and the Nerds get to the door, open it, start out.

Willow, still on the floor, looks up and sees this.

WILLOW: No!

Willow gets up, but Buffy strides up behind her and grabs the back of her jacket, throws her back away from the door. Willow slides across the floor, comes to a stop by the stairs leading up to the loft.

Buffy stands there, ready.

Willow gets up and faces Buffy. It's a showdown. Zoom in on Willow's face. Zoom in on Buffy's face.

WILLOW: So. (smiling) Here we are.  
>BUFFY: Are we really gonna do this?<br>WILLOW: Come on, this is a huge deal for me! Six years as a side man, and now I get to be the Slayer.  
>BUFFY: A killer isn't a Slayer. Being a Slayer means something you can't conceive of.<br>WILLOW: (sighing, shaking her head) Oh, Buffy. You really need to have every square inch of your ass kicked.  
>BUFFY: Then show me what you got. And I'll show you what a Slayer really is.<p>

They move toward each other and begin to fight. First they grapple and Willow tries a head-butt, then kicks Buffy in the stomach, punches her. Buffy ducks another swing and hits Willow, then punches her in the face. Willow does a spin-kick and gets Buffy in the face, then another kick.

Buffy tries to kick Willow but Willow does a flip over her head, landing behind Buffy. Buffy turns and kicks Willow, tries to punch but Willow grabs her arm and hits her with her other hand. Willow throws Buffy across the room and against a bookcase.

Back to Andrew, still holding his sword, walks along with the others.

ANDREW: Where are you taking us?  
>DAWN: Someplace safe.<br>JONATHAN: Like where?  
>DAWN: Xander?<p>

Xander walks fast, looking at a loss.

XANDER: I don't know.

At the Magic Box. Willow holds out her hand toward Buffy. Buffy is still up against the bookshelves, between them and the ladder leading to the loft. Books begin to fly off the shelves and hit Buffy, trapping her. She clings to the ladder.

Willow turns and starts to walk off. Scraping noises as Buffy manages to push the ladder away and get out from behind it. She rushes Willow from behind, knocking her to the floor and getting on top of her.

WILLOW: Get off, super-bitch.

Willow throws Buffy off and she flies into the counter, shattering more glass. They grapple again and exchange some punches. Willow kicks Buffy several times, then Buffy kicks her and punches her. Willow swings but Buffy grabs her arm.

BUFFY: I can help you stop.

Willow breaks the hold and punches Buffy several times.

WILLOW: I thought you were gonna show me what a Slayer was.

The group continues to run along the road, but Jonathan is falling behind. Still holding his sword, but he's panting and running painfully.

JONATHAN: Can't ... run any more. (they stop) I need to ... breathe.

He leans over with hands on his knees, gasping.

XANDER: If you wanna keep breathing, you gotta keep moving.  
>ANDREW: (to Xander) This is bogus. We gotta get out of this town. (realizing something, turning to Jonathan) Mexico. We should go to Mexico.<br>XANDER: Hey. You're not going anywhere. We just gotta find a place to hide you two until we get the all-clear from Buffy.  
>ANDREW: Yeah, and what if the Slayer's dead already? (Dawn looking alarmed) We're just supposed to sit around waiting for Sabrina to show up and disembowel us?<br>XANDER: You do what I say to-

Andrew suddenly lifts his sword, putting its point to Xander's throat.

ANDREW: I don't think so.

Back at the magic shop. Buffy punches Willow a few times, blocks her punch and shoves her across the room, bringing down more furniture and merchandise. More crashing, stuff shattered, etc.

Willow sits up ... and notices Anya. Her hiding place has been revealed by the latest destruction of furniture. Anya continues chanting, staring right at Willow, looking scared but defiant. Buffy looks alarmed.

WILLOW: Well, hey. Isn't that interesting. Anya's still here.

Willow gets up. Buffy runs over to intercede but Willow just shoves her aside, into yet another table covered with stuff. More crashing and shattering.

Anya keeps chanting defiantly, staring at Willow, who advances on her.

WILLOW: Looks like I've been beating on the wrong gal.

The others are still going down the road. Xander stands very still with the sword point at his chin.

XANDER: Whoa, whoa. Okay, Andy. Let's just put the sword down.  
>ANDREW: Oh, no way. I'm not gonna die because of something I didn't even do.<br>XANDER: You're not gonna die.

Dawn steps forward.

DAWN: (firmly) Leave him alone.

Jonathan extends his own sword, putting its point on the back of Andrew's neck.

JONATHAN: Let him go, Andrew. (beat) You heard me.  
>ANDREW: You let me go first.<br>JONATHAN: Uh-uh. Him.  
>ANDREW: It's your move.<br>JONATHAN: No. Yours.  
>ANDREW: I'm not moving. (Dawn watching tensely) I'm not gonna budge 'til...<p>

Jonathan pushes his sword into Andrew's neck.

ANDREW: ...right now. (whiny) Ow!

Andrew lowers his sword and glares at Jonathan.

JONATHAN: Xander's right. We're not leaving Sunnydale. When this is over, you and I are going back to jail to do our time.

Back at the Magic Box. Willow has Anya by the throat, holding her up off the ground.

ANYA: Help me!

Looking very scared, Anya looks past Willow to Buffy, lying apparently unconscious among the wreckage of the furniture.

ANYA: Help me! (to Willow) You're hurting me.  
>WILLOW: You can't block my spells if you can't chant. And you can't chant if you're sleepin'.<p>

Willow throws Anya aside. Anya crashes into another bookcase and falls to the ground, groaning, possibly unconscious.

Willow looks over at Buffy, who is conscious now and gets to her feet. They square off again.

WILLOW: Buffy ... I gotta tell ya ... I get it now. The Slayer thing really isn't about the violence.

They circle around each other, watching each other carefully.

WILLOW: It's about the power.

Magic begins to crackle around Willow again. She lifts her hands and blasts Buffy with a bolt of magic. It throws Buffy back onto the desk. She slides across the desk and lands on the floor beside it, groaning.

Willow walks a little closer, looking satisfied. Buffy doesn't get up, stays down with her forehead pressed against the floor, looking exhausted.

WILLOW: And there's no one in the world with the power to stop me now.

Suddenly a huge blast of green magic energy hits Willow from the side. She goes flying a huge distance across the room, lands on the floor and slides some more.

She comes to a stop and lifts her head. Her nose is bleeding. She looks surprised, looks up in the direction the magic came from.

Giles standing in the doorway, wearing a long black coat and no glasses.

GILES: I'd like to test that theory.


	4. Chapter 4

Buffy lying is on the floor of the Magic Box. She lifts her head, sits up and stares toward the door.

BUFFY: Giles?

Giles just stands there with a grim expression.

Anya, on the floor in another part of the magic shop, also looks over as she stands up.

ANYA: Giles?

Giles still doesn't respond to either of them.

WILLOW: Uh oh.

Reveal Willow still lying on the floor where Giles's blast of magic threw her.

WILLOW [in a sarcastic tone]: Daddy's home. I'm in wicked trouble now.

Willow sits up and wipes her bloody nose with her hand, looks at the blood, wipes again. Her hair is still black and her face still covered with dark veins, although her eyes are normal.

GILES: You have no idea. (Willow sitting up) You have to stop what you're doing.  
>WILLOW: (fake smile) Uhh, sorry. Can't do that. (Giles walking closer) I'm not finished yet.<p>

Willow starts trying to get up, somewhat shaky.

GILES: Neither am I. Stay down.

Giles gestures at Willow with one hand and she falls back onto the floor, wincing.

ANYA: (softly to Giles) How'd you do that?

Giles ignores Anya, still completely focused on Willow.

WILLOW: (small laugh) That's borrowed power. No way is it gonna be strong enough-  
>GILES: I'm here to help you.<br>WILLOW: (rolling eyes) Thanks, but I can kill a couple geeks all by myself. (Giles walking slowly closer) But, hey, if you'd like to watch ... I mean, that's what you Watchers are good at, right? Watching? Butting in on things that don't concern you?  
>GILES: You concern me, Willow. Stay on this path and you'll wind up dead.<br>BUFFY: Willow. Listen to him. I don't want to fight you anymore.  
>WILLOW: I don't want to fight you either. (looking at Giles) I wanna fight him.<p>

Willow starts to get up again, not normally but with magic, rising up to her feet without apparent effort.

GILES: Stay down.

Giles makes his gesture again but Willow makes one of her own and blocks him.

WILLOW: No.

Giles looks a little alarmed. Buffy looks wary, moves over to stand beside Giles.

WILLOW: Remember that little spat we had before you left? (Anya is watching nervously) When you were under the delusion that you were still relevant here? (walking closer) You called me a rank, arrogant amateur. Well buckle up, Rupert...

Anya, Buffy, and Giles continue to watch Willow uneasily.

Suddenly a magic light from nowhere begins to light up Willow's body, and her eyes go black again as a humming noise begins to rise in pitch and volume.

WILLOW: (deep resonant voice) 'Cause I've turned pro.

The humming/whirring noise continues as Willow begins a spell.

WILLOW: Asmodea, bring forth-  
>GILES: (gesturing) <em>Vincire!<em>

Green magic energy shoots from Giles's hand and forms a band around Willow's torso, pinning her arms against her body. It glows with a green light that makes Willow's skin appear green too.

WILLOW: What? No! Get off! (struggling) _Solvo, libero_...

Giles continues holding out his hand toward her. Suddenly Willow throws back her head and closes her eyes, apparently unconscious. Her body floats up into the air and hovers about a foot off the ground. The band of magic holding her changes to a more contained blue-grey color.

Anya and Buffy watch warily. Buffy moves closer to Giles. Willow continues to float in midair.

BUFFY: What did you do?  
>GILES: Contained her and her powers within a binding field. It puts her in a kind of ... stasis for the time-<p>

Giles looks at Buffy for the first time, pauses. Buffy continues staring at Willow.

GILES: You cut your hair.

Buffy looks at him, gets teary and hugs him.

Anya watches them hugging. She walks up behind them and fidgets for a moment.

ANYA: I'm blonde.

Giles and Buffy look at her, still with their arms around each other.

ANYA: I, I colored my hair. (pauses) Again. I'm blonde.  
>GILES: Yes, I noticed.<p>

Giles holds out one arm and Anya joins the hug.

After a moment Giles disengages from Anya and Buffy, looks at Willow again. He walks over to Willow who is still floating in the air, unconscious, with her head hanging back.

GILES: I'm very sorry about Tara.

Giles looks sad, stands there for a moment, starts to walk away.

WILLOW: This...

Giles pauses, looks at her in surprise. Willow opens her eyes a little and cranes her neck toward him.

WILLOW: ...won't hold me ... forever.

Giles looks a bit alarmed. Buffy and Anya look grim.

Cut to later. Buffy and Giles are in the workout room at the back of the magic shop. Buffy stands by the pommel horse while Giles is picking nervously at the practice dummy in a corner.

GILES: I came as soon as I heard.  
>BUFFY: The Council?<br>GILES: The Council haven't a clue. About much of anything, really. (walking toward Buffy, leaning on the horse) No, there's an ... an extremely powerful coven in Devon. They sensed the rise of a dangerous magical force here in Sunnydale. A dark force, fueled by grief.  
>BUFFY: Willow.<br>GILES: I'd so hoped it wasn't her. (pauses) And then a seer in the coven told me about Tara. That's when the coven ... imbued me with their powers.  
>BUFFY: And sent you here to bring Willow down.<br>GILES: (looks at her) Buffy, what's happened here?  
>BUFFY: (pacing) God. I don't even know where to start.<br>GILES: Well, Willow's clearly been abusing the magicks.  
>BUFFY: (nods) She has. She was ... and I barely even noticed. Giles, everything's just been so... (sighs) Xander left Anya at the altar, and Anya's a vengeance demon again... (Giles looking shocked) Dawn's a total klepto ... money's been so tight that I've been slinging burgers at the Doublemeat Palace ... (looks down at the floor) And I've been sleeping with Spike.<p>

Buffy pauses, looks up at Giles, looks as if she can't believe she just said that.

Giles stares at her. She looks away again, embarrassed.

Suddenly Giles starts laughing. He covers his mouth with his hand but can't stop. Buffy stares at him, pouty.

GILES: (trying to calm down) Sorry.

He bursts out laughing again. Buffy rolls her eyes, now just looks amused. Giles keeps laughing and slowly Buffy starts to laugh too.

They both stand there laughing.

In the main Magic Box room, Anya is cleaning up some of the debris on the floor. She puts a bunch of stuff into a small basket and carries it toward the counter, past the still floating Willow.

Willow's eyes open slightly and she watches Anya walk across the room. Her voice echoes between them although her mouth doesn't move.

WILLOW: (telepathically) Anya...

Anya turns around, looks at Willow nervously.

ANYA: Willow.  
>WILLOW: (telepathically) I need you, Anya. I need you to do something for me.<p>

Anya twists her hands together nervously, gathers her nerve and moves a little closer to Willow.

ANYA: I know what you're trying to do. And I hate to burst your bubble, but that mind control mojo doesn't work on vengeance demons, so why don't you just-  
>WILLOW: (telepathically) Stop talking and listen.<br>ANYA: (nods) Okay.  
>WILLOW: (telepathically)You need to free me.<br>ANYA: (uncertain) No.

Anya turns and starts walking toward the back.

WILLOW: (telepathically) You don't want to call out to them. (Anya stops) You want to take away this binding spell.  
>ANYA: (turns back toward Willow) I don't know how.<br>WILLOW: (telepathically) I do. Do you want me to tell you?

Anya hesitates, looking anxious.

Meanwhile in the workout room. Buffy and Giles are still laughing helplessly. Buffy is leaning over the pommel horse.

GILES: (laughing) Duct tape?  
>BUFFY: (laughing) On their mouths. So the demon could eat them...<br>GILES: Because they were figments.

More laughing.

BUFFY: All of it! You, Sunnydale ... And I was just some nutcase in L.A.  
>GILES: (still laughing) Of course. Why didn't we see it before?<p>

Slowly they stop laughing, and look much calmer than before. Buffy holds her stomach.

GILES Can you forgive me?  
>BUFFY: For what?<br>GILES: I should never have left.  
>BUFFY: No. You were right to leave. We're just ... stupid.<br>GILES: I know you're all stupid. (Buffy smiling) I should never have abandoned you.  
>BUFFY: No. Giles, you were right about everything. It is time I was an adult.<br>GILES: Sometimes the most adult thing you can do is ... ask for help when you need it.  
>BUFFY: Now you tell me.<p>

They smile. Giles chuckles a little.

BUFFY: (quietly) I guess ... I wasn't ready before. It took a long time for that feeling to go away ... the feeling that I wasn't really here. It was like ... when I clawed my way out of that grave, I left something behind. Part of me. I just... (pauses, looks Giles in the eye) I don't understand ... why I'm back.  
>GILES: You have a calling.<br>BUFFY: But it was my time, Giles. Someone would have taken my place. (Giles grimacing) So why?

Giles looks away, pensive, not answering.

BUFFY: Right. (sighs) What's gonna happen to Willow?

Giles looks at her, straightens up.

GILES: Well, the coven is working on a ... way to extract her powers without ... killing her. And, uh, should she survive, you ought to know, Buffy, that there's no guarantee she'll ... be as she was. (Buffy looking concerned) Willow has killed a human being. How will she be able to live with herself?  
>WILLOW: I wouldn't worry about that.<p>

Giles and Buffy turn toward the doorway.

We see Anya hovering in the doorway, apparently unconscious.

Giles and Buffy stare in alarm.

Willow moves out from behind Anya. Her eyes are black again.

WILLOW: Willow doesn't live here anymore.

Willow lets go of Anya and she falls to the floor, and Buffy looks alarmed. Willow stands in the doorway over Anya's unconscious body.

Buffy looks at Giles, then starts forward to attack Willow. Willow lifts her hand and sends a bolt of magic at Buffy, who flies back, crashes against the wall opposite, and falls to the ground.

Giles watches this with alarm, then starts toward Willow himself.

GILES: _Vincire!_

Giles holds out a hand toward Willow, sending another binding spell toward her, but she waves her hand at it.

WILLOW: _Solutum._

The binding field dissolves. Giles lowers his hand. Willow takes a few steps into the room.

WILLOW: (small smile) Fool me once...

On the wall behind Willow we see a variety of knives and throwing-weapons hanging in a case. They suddenly lift off the wall and hover in the air.

GILES: Willow...  
>WILLOW: (shaking a finger) Shame on you.<p>

The knives begin to fly toward Giles. He looks to his left and yells something.

The practice dummy flies over in front of Giles, and all the knives slam into it.

Willow makes an angry face and waves her hand. The dummy falls aside. Giles looks determined, makes a ball of magic in his hand and throws it at Willow.

GILES: _Excudo!_

Willow flies backward into the brick wall and through it into the main Magic Box room behind. She slams into a pillar that supports the upper loft, and falls to the floor in a shower of bricks, debris, etc.

We then see Xander and Dawn walking on a residential street, that night. Dawn and Xander walk along, with Jonathan and Andrew behind them.

DAWN: Where are we going?  
>XANDER: I have no idea.<br>DAWN: What?  
>XANDER: I don't know, okay? I can't even run away well. And that's something I'm usually good at.<br>DAWN: Maybe we should we go back and help.  
>XANDER: Yeah, 'cause I've been such a big help already. Standing around like a monkey while Buffy gets shot. Tara's dead ... and Willow ... losing...<br>DAWN: (annoyed) Well, feeling sorry for yourself isn't helping either, Xander, okay?

Dawn has a calculating expression.

DAWN: You know, if Spike were here, he'd go back and fight.  
>XANDER: Sure, if he wasn't too busy trying to rape your sister.<p>

Dawn stops walking and stares.

DAWN: What?

Xander pauses, then continues walking, shaking his head.

XANDER: Forget it.  
>DAWN: (following) I don't believe you.<br>XANDER: Fine.  
>DAWN: (uncertain) He wouldn't do that.<br>XANDER: Is this blind spot like a genetic trait with the Summers women? The only useful thing Spike ever did was finally leave town.

Back to Spike in a cave in Africa, we hear some weird screaming and screeching noises, sounds of punching.

Something goes flying across the dark cave, hits the ground and rolls into a convenient patch of light. It's a bald demon head with big pointy ears.

Spike who is strolling and holding another demon head in one hand. He's bare-chested and bruised in many places.

SPIKE: Well, that was a bloody doddle and piece o'piss.

He staggers and goes to his knees wearily, but maintains his sarcastic tone.

SPIKE: Got any more ruddy tests for me, you ponce? I'll take anything you can throw at me, if it'll get me what I need to take care of the Slayer. Give her what's coming to her. (sniffs angrily) So you just bring it on. Bring on the whole-

He pauses, looks confused. Weird skittering noises.

SPIKE: Bloody hell.

We see Spike from the waist up as lots and lots of large black insects, maybe beetles, start crawling up his body. They swarm up his chest and neck and onto his face as he squeezes his eyes shut and grunts in distaste.

Back to the magic shop, main room. The pillar is lying on the floor and furniture, sparking occasionally with electricity. Pan slowly across the wreckage of the shop, which has taken quite a beating from all the fighting.

We see a large wooden piece of furniture lying on its side. Next to it is a pile of books, some of which are on fire.

A pair of feet walk up next to the books, its Willow. Still wearing all black (though her clothes are now dirty), still with the veiny face and the black hair. Her eyes are normal. There's a cut across her cheek. She smiles.

WILLOW: That all you got, Jeeves?

Giles is standing in the doorway to the workout room. He looks very tired and bruised. His clothes are dirty also.

WILLOW: 'Cause, I could stand to go another ten rounds. Whereas ... you can barely stand.

GILES: (wearily) Your powers ... may be undeniably greater. But I can still hurt you if I have to.  
>WILLOW: Boy, you just don't get it, do you? Nothing can hurt me now.<p>

She lifts a hand to indicate her bloody face.

WILLOW: This?

She waves her hand in front of her face and the cut heals.

WILLOW: ...is nothing. It's all ... nothing.  
>GILES: I see. If you lose someone you love ... the other people in your life who care about you...<p>

Buffy appears in the doorway behind Giles, watching.

GILES: ...become meaningless. I wonder what Tara would say about that.  
>WILLOW: (grimly) You can ask her yourself.<p>

Willow lifts her hand and sends a bolt of magic toward Giles. Buffy rushes forward, pushes Giles forward and out from under the loft. And just in time, as the latest magical blast destroys the loft's stability and the whole thing comes tumbling down.

Buffy and Giles land in a heap on the floor, books and rubble raining down on them.

Buffy lifts herself up on her elbows to look at Willow.

WILLOW: You're always saving everyone. It's kinda pesky.

Willow looks down at the burning stuff next to her. She bends down and picks up a ball of flame in her hand. Buffy stares.

WILLOW: You probably even think you're buying escape time for Jonathan and the other one. Well, I got a little secret for ya. (Buffy looking upset) I can kill them from anywhere I want. (looking at the ball of flame) With this.

Willow waves her other hand over the ball of flame and it begins to grow.

WILLOW: It'll find them. It'll bury them. (Giles lifting his head painfully) Along with anyone helping those Dead Men Walking.

Buffy gets painfully to her feet, staring at the ball of flame.

BUFFY: Don't.  
>WILLOW: (mockingly) Unless ... somebody, somehow ... can get there in time to save them. (pause) Huh. Oh, well.<p>

She throws the ball up into the air. It bursts through the ceiling, leaving a large hole.

WILLOW: Fly, my pretty, fly.

The ball of fire disappears through the hole. We can see stars above.

WILLOW: (to Buffy, smiling) See what I did there?

Buffy looks down at the injured Giles.

GILES: Go.

Buffy runs past Willow and toward the door.

WILLOW: Good luck.

Willow turns her attention back to Giles.

WILLOW: Thought she'd never leave. (walking toward him) Now I finally have you all to myself.

On the street. Buffy runs out onto the sidewalk, looks up and sees the fireball flying away several dozen feet off the ground. She runs after it.

Back in the magic shop. Willow paces back and forth.

WILLOW: You're such a hypocrite. Waltzing in here with your borrowed magicks. So you can tell me what? Magic's bad? Behave? Be a good girl? (chuckles) Well, I ... I don't think you're in any position to be telling me what to do.

Willow looks up. Pan up to reveal Giles pinned against the ceiling, groaning in pain.

WILLOW: Do you?

Willow gestures with one finger and Giles falls to the floor. He lands hard, on his stomach, and stays there making pained faces. He still has blood all over his face.

WILLOW: (scornful) I used to think you had all the answers. That I had so much to learn from you.  
>GILES: Willow...<p>

She gestures again. Giles flies up to the ceiling again, groaning as he slams into it.

WILLOW: (looking up at him) You were jealous. Still are. Just couldn't bear that I was the one with power. That's why you ran away.  
>GILES: <em>Incurso!<em>

Green magic flies from Giles's mouth and hits Willow.

WILLOW: That's why you-

She stumbles backward from the magic blow, and Giles falls to the floor again.

WILLOW: (panting) That ... was rude! Now I forgot what I was saying.  
>GILES: (painfully) Perhaps you're not as strong ... as you think you are.<p>

Willow glares at Giles as he struggles to get up.

GILES: You're expending way too much of your mystical energy to maintain your powers. At this rate you're going to ... burn out. And up.  
>WILLOW: (annoyed) Blah blah blah.<br>GILES: (on his knees) Willow, you ... you need to stop.  
>WILLOW: What I need...<p>

Suddenly she moves forward with magic speed and is next to Giles, grabbing him.

WILLOW: ...is a little pick-me-up.

She puts her hand on Giles's chest and it glows with orange-red energy. Giles gasps in pain. Close shot on Willow's hand as she drains energy out of Giles.

Suddenly she lets him go and staggers backward. Giles falls over on his back.

WILLOW: Whoa. Head rush.

She stumbles against the counter and slides down it to sit on the floor, her image blurring. She gasps and pants with pleasure.

WILLOW: Wow. Whoa. Who's your supplier? This is ... wow.

Shot of Giles lying there barely conscious.

WILLOW: It's incredible. (panting) I mean, I am so juiced ... Giles, it's like ... no ... mortal person has ... ever had ... this much power. Ever. It's like I, I'm connected to everything ... I can feel ... it feels like ... I ... I can feel...

She pauses and her smile begins to fade.

WILLOW: ...everyone. Oh. Oh my God. All the emotion. All the pain. No, it, it's too much. It's just too much.  
>GILES: (weakly) Willow ... It doesn't have to be ... like that. You ... you can stop it.<p>

Willow is bent over now with her hands on the floor as if in pain.

WILLOW: (panting) Yeah. I, I can. I have to stop this. (getting up) I'll make it go away.  
>GILES: Willow...<br>WILLOW: Oh, you poor bastards!

Magic begins to swirl around Willow and she lifts into the air. Lightning flashes around her body.

WILLOW: Your suffering has to end.

A cloud of magic like a tornado gathers around her and she disappears.

GILES: No...

We now see a wall or door, and a foot kicking it.

XANDER: Ow. (kicks again) Ow.

We're in a cemetery and Xander is kicking the door of a crypt, repeating "ow" with each kick. A few yards away Dawn stands watching.

Jonathan and Andrew at another crypt, using their swords in an attempt to pry the door open.

JONATHAN: Ow! Son of a bitch!  
>ANDREW: Buttwipe!<br>JONATHAN: I wasn't talking to you.  
>ANDREW: Oh. Reflex.<br>XANDER: (still kicking) Man, they've really tightened security up here lately. One too many squatters from the Hellmouth.

Andrew and Jonathan walk toward Xander.

ANDREW: (sarcastic) Hide out in the cemetery. What a fantastic idea.  
>XANDER: Yeah, I'm working on a whole "shut the hell up" pitch you might like too.<br>DAWN: (noticing something above and behind them) Xander?  
>XANDER: (to Andrew) I've had just about as much as I can stand baby-sitting a couple of social retards who don't appreciate-<br>DAWN: Xander!  
>XANDER: What?<br>DAWN: What is that?

Xander moves closer to her and looks up where she's looking. The Nerds look too.

We see Willow's fireball flying toward them.

BUFFY: Get out of there!

In the distance we see Buffy running toward the others, leaping over headstones and such.

BUFFY: Move!

She leaps forward and grabs both Jonathan and Andrew, pulling them to the ground. The fireball hits the ground between them and all five are thrown to the ground.

Xander hits his head on a tombstone. Dawn falls down but immediately starts trying to crawl toward Buffy. The earth shakes and Dawn staggers.

BUFFY: Dawn! Dawn, hold on.

Buffy gets up and tries to reach Dawn but suddenly a huge hole opens up in the ground, right underneath Dawn. Dawn screams as she falls into the hole. Buffy, trying to grab Dawn, also falls. They land on a dirt floor some twenty or thirty feet below. Dirt from the hole rains down on them.

Buffy looks up, just in time to see one of the Geeks' swords falling at her. She rolls out of the way just in time. The sword lands with its point in the ground. Dawn stares fearfully.

Buffy stands up. The second sword falls next to the first.

Dawn continues looking frightened. Buffy brushes dirt off herself and looks around.

They're in some sort of cave with uneven rock/dirt walls. Sections of coffins protrude from the walls in various places. They both look up at the hole above them. It doesn't look easily climbable.

Andrew and Jonathan get up and walk to the edge of the hole, stare into it. It's dark and we can't really see Dawn and Buffy at the bottom.

The Nerds look over at Xander, lying unconscious next to the headstone that he hit.

Jonathan turns to Andrew.

JONATHAN: Mexico, huh?

Andrew looks at him.

They turn and run away.

The door to the workout room opens and Anya comes out. As she walks through the opening, the door falls off its hinges. Anya jumps and gasps, startled.

She walks slowly into the main room, looking around at the destruction. Suddenly she spots Giles.

ANYA: Giles.

She runs over and kneels next to Giles, who is lying on the floor with his eyes closed, unmoving. Anya shakes him slightly.

ANYA: Giles!

His eyes pop open, staring at the ceiling. Anya looks relieved.

GILES: Anya.  
>ANYA: (upset) I'm so sorry. Willow forced me to free her with her brain. Are you okay?<br>GILES: I can see...  
>ANYA: (uncertain) Oh. It's a ... miracle.<br>GILES: Willow ... I can see her. She took the magic I had and ... now ... I know where she is. I can feel what ... Oh, God.  
>ANYA: Giles ... you have to rest.<br>GILES: Silly girl. I'm dying.  
>ANYA: (alarmed) No you're not.<br>GILES: It was ... It was the only way. I thought we ... there'd be a chance ... now ... I know where Willow is. She's going to finish it.  
>ANYA: Finish what?<br>GILES: The world.

Anya stares at him.

Buffy is standing on a coffin, attempting to climb up the side of the hole. Dawn stands below, watching anxiously.

The roots in Buffy's hands give way and she falls back onto the top of the coffin with a yell.

DAWN: Buffy!

Buffy quickly scrambles off the coffin and brushes herself off, staring up at the hole.

DAWN: Are you okay?  
>BUFFY: We have to get out of here. (yells) Xander!<br>DAWN: I think I saw him hit his head.  
>BUFFY: (yells) Xander!<p>

No response. Far above, the girls can see sunny blue sky and palm trees.

Buffy goes over to a wall and starts tugging on a wooden coffin that's sticking out of the wall.

DAWN: This looks a little like Spike's place. You know, under his crypt.

Buffy ignores this, continues tugging frantically.

DAWN: What are you doing?  
>BUFFY: If we can pull these out, we can use the coffins for height. (tugging) Maybe get out of here!<p>

Buffy looks around, picks up one of the swords and tries to use it to pry the coffin loose.

DAWN: Maybe one of the tunnels Spike uses is around here. Uh, we could use it to get to his place.  
>BUFFY: (digging) That's the last place on Earth we need to be.<br>DAWN: (annoyed) Oh, but it was good enough for you to take me there after what he did to you.

Buffy finally turns to look at her.

BUFFY: What he...  
>DAWN: Tried to do. Whatever.<br>BUFFY: (realizing, annoyed) Xander.  
>DAWN: So it's true?<br>BUFFY: Dawn, you may not have noticed, we're in really big trouble here. This isn't-  
>DAWN: Why did you not tell me?<br>BUFFY: Because you didn't need to know.  
>DAWN: Yes, I do. I need to know! I'm not a kid anymore.<br>BUFFY: (angry) Dawn, I'm trying to protect you.  
>DAWN: (angry) Well, you can't! Look around, Buffy. We're trapped in here! Willow's killing and people I love keep dying! And you cannot protect me from that.<p>

Buffy looks sad as she realizes Dawn is right.

BUFFY: (whispers) Dawn...  
>XANDER: Hello?<p>

Buffy and Dawn look up.

BUFFY: (calls) Xander?

We see Xander kneeling by the edge of the pit, looking down.

XANDER: Buffy, you okay? Where's Dawn?

Dawn moves next to Buffy so he can see her.

DAWN: Here.  
>BUFFY: Are Jonathan and Andrew up there with you?<p>

Xander looks around.

XANDER: No, they musta skedaddled when I was out. Weasels. Whoa!

The edge of the pit, where Xander's hands were leaning, gives way. The earth and grass fall into the hole as Xander just barely manages to avoid falling in.

BUFFY: Xander, you've gotta find some kind of rope or something and get us out of here.  
>XANDER: (looking around) Right. Okay, I'll, uh, I'll take a look around.<br>BUFFY: And hurry up before-

Suddenly Anya appears in front of Buffy, in a shimmer of magic.

ANYA: (looking around) Holy frijole!  
>BUFFY: Anya! What are you doing here? Where's Giles?<br>DAWN: Giles?  
>ANYA: He's still at the magic shop.<br>DAWN: Giles is back? (Buffy rolling her eyes) You didn't tell me that.  
>BUFFY: (to Anya) Did he stop Willow?<br>ANYA: No. And things just got a whole lot worse.

Xander can hear the conversation.

BUFFY: How worse?  
>ANYA: End of the world worse. Willow's going to destroy it.<br>DAWN: (amazed) She can do that?  
>ANYA: She can and she will when she gets to where she's going.<br>BUFFY: Where's she going?  
>ANYA: Big old Satanic temple. Kingman's Bluff?<p>

Dawn and Buffy frown.

BUFFY: There's ... no temple on Kingman's Bluff.

A huge steeple begins rising out of the ground, pushing through the earth and rising up at an angle. We see Willow standing a few yards away, holding out her hands toward it. Her eyes are black again.

The steeple continues to rise. Various stone carvings (gargoyles, etc.) decorate its surface. There's a large carving of a snake-haired woman with her mouth open and a long snakelike tongue sticking out, another snake wrapped around her body.

At the very top of the steeple there's a pentacle (five-pointed star with one point down) topped by a trident (three-pronged fork).

Willow continues to hold out her arms as her magic lifts the steeple out of the ground. It protrudes from the earth at a slightly crooked angle.

BUFFY: Proserpexa?

Buffy looks puzzled.

BUFFY: Who's she?  
>ANYA: Uh, way up there in the hierarchy of she-demons. Her followers intended to use her effigy to destroy the world. They all died when the temple got swallowed up in the big earthquake of '32.<br>BUFFY: So now seventy years later, Willow's going to make their dreams come true.  
>ANYA: She's going to drain the planet's life force, and funnel its energy through Proserpexa's effigy and, and burn the Earth to a cinder. (Dawn looking at Buffy in alarm)<br>BUFFY: Not if I can help it.  
>ANYA: You can't.<p>

Buffy and Dawn stare at Anya.

ANYA Something else Giles said. No magic or supernatural force can stop her.  
>BUFFY: What does that mean?<br>ANYA: Don't know. He, he said, "the Slayer can't stop her," and then he said a bunch of other stuff. (anxiously) He really wasn't too clear.  
>BUFFY: Anya, what are you-<br>ANYA: (nervous) I ... I should get back to him. He's alone.  
>BUFFY: (worried) Is he okay?<p>

Anya fidgets nervously as Buffy and Dawn watch, anxious.

ANYA: Don't think he ... has a lot of time left. (Dawn gasping) I'm sorry.

Anya disappears, leaving Buffy and Dawn both looking solemn and worried. After a moment Buffy looks upward and yells harshly.

BUFFY: Xander! Where is that rope?  
>DAWN: Buffy...<br>BUFFY: Xander! (quieter) Where is he?  
>DAWN: (upset) You heard what Anya said ... you hear what Giles said.<br>BUFFY: I heard. (upset) And I don't care, I have to try...

Buffy bends over and begins trying to move one of the coffins.

Willow stands opposite the temple. The carving of the woman is at ground level and life-size, facing Willow.

WILLOW: From the pit of forgotten shadows...

Willow and Buffy are speaking at the same time:  
>BUFFY: I'm not just gonna sit here while Willow incinerates what I'm chosen to protect.<br>WILLOW: Awaken, sister of the dark, awaken-

Willow pauses, looks to her right as if she can hear Buffy.

BUFFY: I have to stop her.  
>WILLOW: Always the Slayer...<p>

Buffy pauses, hearing Willow's words. She straightens up, looking surprised.

WILLOW: Right to the last.  
>BUFFY: (uncertain) Willow?<p>

Buffy to Willow, who has turned away from the temple to face the direction of the cemetery.

WILLOW: And it is the last, you know? For all your fighting ... thinking you're saving the world...

Buffy listens in amazement.

DAWN: Buffy?

Buffy puts up a hand to silence Dawn.

WILLOW: And in the end ... I'm the only one that can save it.  
>BUFFY: By killing us?<br>WILLOW: It's the only way to stop the pain.

Giles is still lying on the floor with Anya kneeling by him. Giles frowns slightly, as he can hear the conversation too.

WILLOW: I can't take it anymore. But I know you, Buffy. You're a warrior. You won't go out without a fight. I don't really have time for one. But you should go out fighting.  
>BUFFY: Willow, what are you-<br>WILLOW: It was me that took you out of the Earth. Well, now...

Buffy listens with alarm.

WILLOW: ...the Earth wants you back.

The ground around Buffy and Dawn begins to rumble. Suddenly the walls themselves start to turn into monsters, earth-creatures made up of dirt and rock and vines, which detach themselves from the walls and move toward Buffy and Dawn.

The monsters' hands have a pair of large blades/claws on each hand.

Buffy and Dawn look around, very scared.

Buffy is fighting two earth-monsters at once, swinging the sword and kicking them.

Another monster detaches from the cave walls. Dawn watches fearfully.

DAWN: Buffy!

Buffy swings the sword and one monster's claw-hand is sliced off, falls to the ground. Buffy turns around, kicks the third monster in the head. It slumps against the cave wall.

Buffy stands next to Dawn, looking around. More monsters are detaching from the walls.

BUFFY: They just keep coming. I can't take them all.

Another monster's claw-hand comes out of the wall. Buffy turns to Dawn.

BUFFY: Dawn. Will you help me?

Dawn looks nervous, but determined.

Buffy puts the sword into Dawn's hand.

DAWN: I got your back.

Buffy turns, picks up the other sword from the ground. Kicks one of the monsters back.

Dawn sets her jaw and rushes forward into the fray.

Willow stands with her arms by her sides chanting.

WILLOW: Proserpexa ... let the cleansing fires from the depths burn away the suffering souls and bring sweet death.

Lightning crackles between Willow and the statue of Proserpexa. Close on Willow with her black eyes and hair, black veins on her face, lightning sizzling around her.

The ground begins to shake and the wind gets even stronger. Bolts of green magic shoot from Willow's body toward the statue.

Back in the magic shop. Anya kneels next to Giles as the ground shakes here too. A light fixture falls from the ceiling and Anya ducks.

Buffy and Dawn also feel the rumbling, as it makes them stagger backward. Buffy looks up nervous.

BUFFY: Willow...

The rumbling/shaking stops. Anya looks up, looks around nervously, then looks at Giles. His eyes are closed and he doesn't move.

ANYA: Giles? Giles! Don't die. (tearfully) Not yet, there-there are things I wanna tell you.

She pauses for a moment, as if collecting her thoughts.

ANYA: Thanks a lot for coming. It was good of you to teleport all this way.

Another tremor hits and Anya ducks again, hiding her face against Giles's chest until it subsides.

ANYA: Though in retrospect, it probably would have been better if you hadn't come and given Willow all that magic that made her like ten times more powerful. (sadly) That would have been a plus.

Green magic continues flowing from Willow toward the statue. Wind swirls around them, filled with dirt and debris, etc. Also, the ever-present lightning. The statue glows bright yellow-white.

Suddenly the stream of magic is interrupted and the glowing subsides, as Xander appears in front of the statue.

Willow looks surprised.

XANDER: Hey, black-eyed girl. Whatcha doin'?  
>WILLOW: Get out of here.<br>XANDER: Ah, no. You're not the only one with powers, you know. You may be a hopped-up uber-witch, but ... this carpenter can dry-wall you into the next century.  
>WILLOW: I'm not joking, Xander. Get out of my way. Now.<p>

Willow sends a bolt of magic at Xander. It lifts him off his feet and throws him to the ground at the base of the statue.

Giles's face, still bloody, still lying on the magic shop floor. His eyes pop open.

GILES: (whispers) There...

Anya looking at Giles in surprise. She has one hand under his head.

ANYA: What?  
>GILES: (whispers) It's not over.<p>

Giles gives a small smile, moves his hand to touch Anya's hand by his head.

Buffy takes a hit from a monster. Dawn is fighting another, swinging her sword with great concentration. The monster hits Dawn's hand, making her drop the sword, and then slashes her upper arm with its claws. Dawn grabs her arm with her other hand, takes a hit to the face and goes down with a shriek.

Buffy ducks underneath a monster's arm and swings her sword at another. It goes down.

BUFFY: Dawn! I'm coming!

Dawn looks up with a determined expression as her monster prepares to attack her again. Buffy is still being kept away by another monster, looks toward Dawn with alarm.

Dawn ducks as the monster grabs for her, and does a somersault-roll past it, landing by her sword. She grabs the sword, gets up, and stabs the monster in the chest.

Buffy watches with amazement.

Dawn swings the sword again, slicing off the monster's head. It falls down dead.

Buffy stares.

DAWN: (holding up the sword, tiny smile) What? You think I never watched you?

Buffy still looks amazed. There's a very brief moment of quiet. Then more monsters start to appear. Buffy and Dawn back up, and end up back-to-back facing the monsters, each holding her sword. They begin to fight.

Lightning continues to flash around the statue.

Willow has lightning going out of her body. The green magic begins flowing from her again, toward the statue. Earth rumbling, winds swirling, etc.

Xander sits up at the base of the temple, holding his ribs. He staggers to his feet and blocks the flow of magic again. The magic stops flowing. Willow glares at him.

WILLOW: You can't stop this.  
>XANDER: Yeah, I get that. It's just, where else am I gonna go? You've been my best friend my whole life. World gonna end ... where else would I want to be?<br>WILLOW: (scornfully) Is this the master plan? You're going to stop me by telling me you love me?  
>XANDER: Well, I was going to walk you off a cliff and hand you an anvil, but ... it seemed kinda cartoony.<br>WILLOW: Still making jokes.  
>XANDER: I'm not joking. I know you're in pain. I can't imagine the pain you're in. And I know you're about to do something apocalyptically (glancing back at the statue) evil and stupid, and hey. (spreading out his arms) I still want to hang. You're Willow.<br>WILLOW: (angry) Don't call me that.  
>XANDER: First day of kindergarten. You cried because you broke the yellow crayon, and you were too afraid to tell anyone. You've come pretty far, ending the world, not a terrific notion. But the thing is? Yeah. I love you. I loved crayon-breaky Willow and I love ... scary veiny Willow. So if I'm going out, it's here. If you wanna kill the world? Well, then start with me. I've earned that.<br>WILLOW: (upset) You think I won't?  
>XANDER: It doesn't matter. I'll still love you.<br>WILLOW: (angry) Shut up.

Willow gestures with her hand. No magic bolts of light, but Xander's head jerks to the side as if he's been hit. Three parallel cuts appear on his cheek, bloody as if scratched. He puts his hand up to them, looks at his fingers.

Willow watches, panting and looking a bit nervous. Xander looks back up at her.

XANDER: I love you.

Willow makes another slashing gesture. Xander doubles over and falls to his knees. Panting, he gets up again, and we see that his shirt is ripped open over the heart, more scratches visible on his chest. He pants and grimaces from the pain but faces Willow again.

XANDER: (panting) I ... love y-  
>WILLOW: Shut up!<p>

Now she does throw a blast of magic at him, and he staggers backward but doesn't fall down. Willow still holds her hand out, a little bit of magic crackling around it but not as much as she had expected. She looks surprised and anxious. Xander moves slowly toward her.

XANDER: I love you, Willow.  
>WILLOW: Stop!<p>

She sends another magic blast, but it's weak and barely hurts Xander at all. He continues walking toward her. Willow continues holding out her hand and making the magic gesture, but nothing happens. She starts to get teary.

XANDER: I love you.  
>WILLOW: Stop.<p>

Willow starts to cry and, as Xander gets right up to her, she starts hitting him with her fists. Xander just stands there and takes it. After a moment she stops hitting and starts to cry for real. She falls to her knees and Xander kneels with her, puts his arms around her and holds her while she sobs.

XANDER: I love you.

As Willow continues to cry in Xander's arms, the veins fade away from her face and her hair returns to its usual red.

The earth monsters suddenly stop moving and crumble into dirt that falls to the floor.

DAWN: What happened?

Buffy looks around, looks up toward the hole. The cave lightens as the sun begins to shine again.

Xander still holding Willow as she cries.

Anya sits on the stairs with her head in her hands. In foreground, Giles suddenly appears in the frame, pushing himself up onto his elbows. Anya looks up in surprise.

ANYA: Giles!

She gets up and rushes back over to him, kneels beside him.

ANYA: You're not dead!  
>GILES: No.<p>

Anya gives a little cry of happiness and hugs Giles hard. He winces, makes a pained face.

GILES: However, I am still in some pain.  
>ANYA: Oh... (lets him go) Well ... why aren't you dead? (frowns) Why aren't I dead?<br>GILES: Uh, the threat's gone. Willow's been stopped.

Giles tries to sit up and Anya helps him.

ANYA: Oh. You mean she's-  
>GILES: No, she's alive. It, uh ... the magic she took from me, it-it did what I hoped it would do.<br>ANYA: Oh. (getting it) You dosed her.  
>GILES: Yes.<br>ANYA: You knew she'd going to take your powers all along.  
>GILES: The gift I was given by the coven was the true essence of magic. Willow's magic came from a ... place of rage and power.<br>ANYA: And vengeance. Don't forget vengeance.  
>GILES: Oh. How could I? In any case, the magic she took from me tapped into ... the spark of humanity she had left. Helped her to feel again. Gave Xander the opportunity to ... reach her.<br>ANYA: Xander?  
>GILES: Yes. It was he who got to her in time. (smiling) He saved us all.<p>

Anya gazes at Giles, absorbing this, slowly starting to smile.

Buffy walks forward slowly, looking around. Dawn follows.

DAWN: I ... I think it's over, Buffy. (Buffy sitting down on a coffin) The world's still here.

Dawn gives a deep sigh of relief, then looks over at Buffy again.

Buffy bursts into tears, not looking at Dawn.

Dawn scowls.

DAWN: (sarcastic) Sorry to disappoint y-

She pauses, looks at Buffy again. Buffy continues sobbing.

DAWN: Wait, is ... is that happy crying?  
>BUFFY: (sniffles) Yes, dummy. (looks at Dawn) You think I wanted the world to end?<br>DAWN: I don't know. (uncertainly) Didn't you?

Buffy stops crying, looks at Dawn in dismay.

BUFFY: Dawn ... I'm so sorry.

Buffy gets up and hugs Dawn, begins crying again.

BUFFY: (crying) I'm sorry.

Dawn hugs Buffy, rubs her back.

DAWN: It's okay, Buffy. It's okay.  
>BUFFY: No. It hasn't been. It hasn't been okay.<p>

Buffy pulls back to look Dawn in the face.

BUFFY: But it's gonna be, though. I see it.  
>DAWN: See what?<br>BUFFY: You.

Dawn looks touched.

BUFFY: Things have really sucked lately, but it's all gonna change. And I wanna be there when it does. (starting to cry again) I want to see my friends happy again. And I want to see you grow up. The woman you're gonna become. Because she's gonna be beautiful.

Now Dawn gets a little teary as well.

BUFFY: And she's going to be powerful.

Buffy turns around, back toward the coffin.

BUFFY: I got it so wrong. I don't want to protect you from the world. I want to show it to you.

Buffy and Dawn share a moment.

BUFFY: There's so much that I want to show you.

_Lord make me an instrument of your peace_

A hand appears, then another, and Buffy hauls herself up onto the grass, reaches back to pull Dawn up behind her.

_Where there is hatred, let me sow love;  
>Where there is injury, pardon... <em>

Buffy and Dawn climb fully out of the pit and kneel on the ground panting. Dawn looks over at Buffy. Buffy looks around at the world, smiling.

_Where there is doubt, faith..._

Xander still holding the crying Willow.

_Where there is despair, hope  
>Where there is darkness, light<br>And where there is sadness, joy..._

Anya helps Giles up and puts his arm around her shoulders to support him. They duck under the fallen pillar and walk toward the front door.

_O divine master grant that I may..._

_...not so much seek to be consoled as to console..._

_...to be understood as to understand..._

Jonathan and Andrew are looking nervously at the truck driver, and then trying to squeeze even farther away from him than they already are, pressing against the door.

_...to be loved as to love..._

Buffy walks forward, looking toward the rising sun, looking pleased.

_For it is in giving that we receive_

Dawn walks forward to stand beside Buffy. Dawn and Buffy walk along, with their arms around each other. There's greenery and flowers and blooming trees all around.

_And it's in pardoning that we are pardoned  
>And it's in dying that we are born...<em>

_...to eternal life... _

_Amen._


End file.
